Web Critic - A Review of RealCorporateLawyer.comBy Kathy Biehl, Published on June 2, 2002
Editor's Note (SP): For Part 2 of this article, please use this link: http://www.llrx.com/features/clusteringsearch2.htm
I'll spare you jokes about what real corporate lawyers do or don't do. But I will tell you what RealCorporateLawyer.com does. The site, run by RR Donnelly Financial, provides a one-stop help center for navigating a spectrum of securities and corporate legal issues.
Though it provides or points to a host of statutes, rules and regulations, the site's strength is interpretative guidance. This comes from three main sources: the SEC staff, law firms and legal departments, and RealCorporateLawyer.com itself, largely through its editor Broc Romanek, an attorney whose resume includes a stint in the Office of Chief Counsel of the SEC's Division of Corporation Finance. We'll look at these sources in reverse order.
The site's free monthly e-zine covers SEC actions and proposals, developments in online usage (electronic voting and filing, for example), and government and industry "comings and goings." [Editor's Note (SP) - the May 2002 e-zine issue is available at: http://www.realcorporatelawyer.com/ezine/EZineMay2002.htm and the e-zine archives are available at http://www.realcorporatelawyer.com/ezinearchives.html.) It also includes a calendar of conferences and CLE programs. Recent issues hyperlink the table of contents to the relevant sections below, so that pressing a heading takes the reader to the associated text. The site posts and archives each edition and offers e-mail delivery as well. You can subscribe by e-mail request or by filling out an online form, which appears to have only one point of entry (look for a jump in the pull-down menu at the bottom of the site's top page). It would be helpful if the e-zine provided a jump to this form (instead of to the site's top page), and also if the subscription invitation on the top page linked to it as well.
The Cyberlaw Center focuses on some two dozen topics with an online emphasis, from analyst communications to web site liability. Some directly address corporate and securities issues, such as online direct public offerings and stock plan communications. Others flesh out Internet basics, such as the workings of message boards and hyperlinks. Each of the center's categories conveys information in the form of FAQs, which break the topic down into easy-to-digest increments. The layout is handy, neatly topping the page with the full range of questions to be addressed. Where appropriate, answers contain hyperlinks to relevant or helpful information in other portions of the FAQ.
The category list is most up-to-date on the top page of the site, where you can access the latest FAQs (asset-backed securities and 10b5-1 being among the most recent entries.) These additions, which are highlighted with a flashing yellow NEW icon, had not made it onto the category list as it appeared on the Cyberlaw Center page and on the site map, during my visits from March through May 2002.
The center list on the site's top page is a trove of forms, documents, and commentary generated by prominent firms. There's no discernible order to the list (perhaps order of posting?), but the headings do telegraph the content or the applicable rule, and also disclose the authoring firm (in most instances) and, thankfully, when a document is PDF. Near the top of the list is an Enron Portal housing a compendium of documents, links, and commentary. The contents of this portal offer a non-sensational, eminently practical perspective on the scandal, not to mention on the domino effect it has unleashed on corporate legal issues. Besides the Powers Report (a 218-page .PDF document, should you be inclined to open it), the site links to a number of related SEC actions and proposed federal legislation, as well as to financial and corporate sites that have been collecting news and information about Enron. This portal also has a resource that is not so easily tracked down elsewhere on the Web: a stockpile of law firm responses to SEC actions, such as Morgan Lewis' paper on new disclosure requirements.
The SEC Staff Guidance section spotlights a wealth of informal legal and accounting guidance from the Division of Corporate Finance and the Office of the Chief Accountant. Almost all of the materials are actually on the SEC site, but it's convenient having it singled out and grouped together. Offerings that aren't a link to the SEC include an agency organizational chart, the 2001 SEC phone book (in PDF), and is a HTML version of the telephone interpretations manual (a compilation of non-binding, informal responses to phone inquiries), provided by John Newell of Goodwin Procter LLP.
The statutory and regulatory underpinnings appear under the SEC Rules and Regulations tab. This section of the site points to the Securities Act of 1933 and the 1934 Securities Exchange Act (both housed at University of Cincinnati Law School) and corresponding regulations, rules, and forms, and to business combination and international rules, regulations, and forms (all of the latter at the SEC site).
For its EDGAR offerings, RealCorporateLawyer.com piggybacks on the extensive resource center maintained by R.R. Donnelly Financial. One of the center's strengths is the EDGAR Filings page, where someone has taken the time to extract key information about the filing process and restructure it conveniently. (This page alone is a remarkable timesaver, based on how difficult it is to dig up some of this information at the SEC site ) The page offers easy-to-read and well laid-out explanations of paper and EDGAR filings, calculating filing fees, and practical filing tips. Its resources include a filing calendar showing not merely holidays but specific form filing deadlines, a filing checklist, and an EDGAR FAQ. The last two have intermittent reminders of the availability of R. R. Donnelly's services, but they are hardly intrusive, and it would be unreasonable to object to some light self-promotion in exchange for access to resources of this caliber.
Among the other EDGAR attractions are R.R. Donnelly advisories regarding EDGAR filing developments, three volumes of filing manuals, encapsulations of releases from SEC (with links to the full text); recent SEC News Digests, and selected SEC rulings pertaining to efforts to modernize EDGAR. This is not the place to come specifically to search EDGAR, however, although you can do it from the center if the need or interest arises. Instead of offering EDGAR access in conjunction with any other site, this center links to a variety of EDGAR search sites, both free and fee-based.
RealCorporateLawyer's interests in education and online issues converge in teleconferenced presentations by attorneys and other professionals with high-level involvement in the topic at hand (the senior associate director of the SEC and special counsel for the Division of Corporation Finance, for two examples). The site currently archives the transcript and course materials from four past conferences, the most recent in May. For the three previous ones, the site invites visitors to sign for CLE credit through LawyersEd.com -- but surprising news awaits if you follow the links to the page that lists states in which it is available. There are none yet at least, not as of May 2002. Ten states are in the category of "expected," but even those may not necessarily be in process, the way the disclaimer is worded. The involvement of the presenters in each topic -- which range from current SEC issues to online legal ethics -- make these materials worth a look to corporate practitioners, regardless of CLE credit needs.
In terms of design, the site follows a clear, uncluttered, and, to some extent, self-evident format. A technical improvement would be adding a search engine. The primary navigational aids, besides the button bar that tops each page, are a pull-down menu of shortcuts and a site map. The pull-down menu would be more usable if moved into visibility on the home page. Nothing on the first screen gives any hint that the shortcut menu exists; it lurks, for anyone tenacious enough to scroll all the way down, at the bottom of the lengthy center column.
Likewise, the site map does not fully embrace its potential. The site map contains subheadings for some of the sections, but not all of them. The ones that receive only a brief description (such as EDGAR) actually reside elsewhere, on the RR Donnelly Financial domain. Offering a keyword search tool would help visitors zoom in on the site's strong points that are not immediately apparent from the site map or the top page. This would be particularly helpful for sorting through the entries in the Special Features Archive, the non-alphabetically listed entries of which contribute to the length of the center column on the top page.
Despite the few navigational shortcomings, if securities or online corporate issues affect your practice or research area, RealCorporateLawyer.com is a site to bookmark.
ã Kathy Biehl 2002.