Spring 2009D'Angelo Law Library1 Corporate and Securities Research William A. Schwesig Margaret A. Schilt

Spring 2009D'Angelo Law Library2 What if you don’t have anything in mind and need a topic? Try the News databases in LexisNexis and Westlaw Try the BNA topical newsletters: see the Law Library webpage under Law Databases Read the D’Angelo Law Library Corporate and Securities Research page, on the Law Library website under Research Guides

Spring 2009D'Angelo Law Library3 Example: Finding a topic BNA databases

Spring 2009D'Angelo Law Library4 Starting Points As with all legal research, where you start depends on what information you have and what you are trying to find out. Possibilities: A person A company A transaction An industry Issuance of a security

Spring 2009D'Angelo Law Library5 Starting with a Company History Corporate Structure Stock performance Earnings Stock ownership Recent stock issuances Recent mergers or acquisitions Products and services Litigation

Spring 2009D'Angelo Law Library6 Find out more about i2 Technologies, Inc. LexisNexis News and Business >Company & Financial > Company Profiles & Directories > U.S. Company Reports

Spring 2009D'Angelo Law Library7 Starting with a Person Experience Expertise Education Positions- current and past Compensation Investments Stock holdings Directorships? Officer positions? Associations?

Spring 2009D'Angelo Law Library8 Find out more about Sanjiv Sidhu LexisNexis News and Business > Company & Financial > Company Directors & Executives

Find out more about John P. McPadden, Sr. Sometimes Google is helpful. If not, try Martindale Hubbell (possible that nominal plaintiff is a lawyer…) Try searching the business press using Ebsco Business Source Complete and Factiva. Spring 2009D'Angelo Law Library9

Spring 2009D'Angelo Law Library10 Starting with a Transaction Merger? Acquisition? Sale of assets? Loan? Issuance of stock? How? Who? When? Where?Why?

Spring 2009D'Angelo Law Library11 I2 Technologies approved a management buyout of its wholly- owned subsidiary, Trade Services Corporation (TSC) LexisNexis News and Business > Company & Financial > Mergers & Acquisitions > Mergerstat M&A Database

Spring 2009D'Angelo Law Library12 Financial Filings: LexisNexis and Westlaw LexisNexis > News & Business > Company & Financial > Financial Filings > U.S. Financial Filings Note the database structure: can search individual filings across companies Westlaw > All Databases > Business & News > Company & Industry Reports, Analysis > Edgar-SEC Filings Template permits searching by company name and form number (try i2 Technologies and 8-K and then search in results for TSC)

Spring 2009D'Angelo Law Library13 Finding industry information Use SIC/NAICS codes to find companies with similar businesses

Spring 2009D'Angelo Law Library14 Finding information about the issuance of a particular security: using CUSIP numbers Type of security – debt or equity Purchasers Who benefited Who was hurt Terms Players: management, Board, accountants, lawyers Condition of company before and after

Spring 2009D'Angelo Law Library15 Resources to Use LexisNexis business resources SEC filings (See Terms Sheet for definitions and Bill Schwesig’s demo for examples) Company websites (esp. for transaction docs) Corporate governance websites; current awareness databases Print treatises Commercial business research resources, e.g. Thomson Research, Factiva (see Bill Schwesig’s demo below)

Spring 2009D'Angelo Law Library16 Human Resources At the Reference Desk: Sheri Lewis Bill Schwesig Lyonette Louis-Jacques Margaret Schilt Todd Ito

Spring 2009D'Angelo Law Library17 Corporation and Securities Research Bill Schwesig Spring 2009

D'Angelo Law Library18 Research Guides Corporate and Securities Research on DLL web page, under Research Guides Business and Economics

Spring 2009D'Angelo Law Library19 Business News EBSCO Business Source CompleteEBSCO Business Source Complete– full text with images, charts, PDF ABI InformABI Inform – business journals and trades LexisNexis Westlaw FactivaFactiva – full text searching, news pages Wall Street Journal Wall Street Journal on ProQuest Bloomberg terminal

Corporate Governance Plans Investor Relations section of Company web site Specific issues, in EDGAR filings Bylaws (Form S-1, Exhibit 3) Proxy materials (Schedule 14A) Management discussion (Form 10-K) Spring 2009D'Angelo Law Library20

Spring 2009D'Angelo Law Library21 EDGAR Filings 10-K Annual Report 10-Q Quarterly Report 8-K Current Report (Bad News) Proxy materials Bylaws and articles Registration Statements Insider Trading Sale of Restricted Shares Williams Act (Tender Offers) Material Contracts

Spring 2009D'Angelo Law Library22 Annual Reports (10-K) Description of the Company’s Business Management Discussion Financials – Income, Revenues, Debt, Cash Flow Outstanding Shares, Institutional Ownership Officers and Directors, Compensation Material Contracts, Stock Option Plans

Executive Compensation Salaries: Form 10-K Executive employment contracts: Exhibit 10, Material Contracts Total cash value of nonsalary compensation: Proxy materials (Schedule 14A) Spring 2009D'Angelo Law Library23

Spring 2009D'Angelo Law Library24 Sources of EDGAR Filings Securities and Exchange Commission Mergent Online Thomson One Banker LexisNexis Westlaw

Spring 2009D'Angelo Law Library25 SEC Free at to present Look up companies by name, ticker, SIC code or by Central Index Key (CIK) Documents and exhibits are separate hyperlinked documents

Spring 2009D'Angelo Law Library26 LexisNexis Search all filings and exhibits, or select the forms you are interested in Filings and exhibits are separate documents Edgar Online searches all filings and exhibits Disclosure – financial reports compiled from data in EDGAR filings

Spring 2009D'Angelo Law Library27 Westlaw EDGAR – good for full-text searching Many Westlaw business databases not available on our Law School subscription plan are available on Westlaw Business, LexisNexis, or Thomson One Banker

Spring 2009D'Angelo Law Library28 Peer Group Analysis Mergent OnlineMergent Online (link to guide) Thomson One Banker Factiva

Peer Comparison Reports: Thomson One Banker Select “Comparables” Options include: 1. Overviews 2. Performance 3. Financials 4. Earnings No custom reports Spring 2009D'Angelo Law Library29

Comparison Reports: Factiva 1. Companies/Markets tab 2. Select: Company 3. Search by name or ticker in Get Company Snapshot 4. Select Reports (lower left) 5. Select Ratio Comparison Report Spring 2009D'Angelo Law Library30