An Overview of Selected SEC Resources on the Web
Looking back, and looking forward, the end of the year is often a time to reflect, and we've started with reviewing some of our older columns. In July 2001, our column described guides to SEC filings, helping researchers identify specific filings with brief descriptions of what they might contain. In looking back, we see that a number of the resources cited have either moved to new spots on the Web or have disappeared. However, our need for SEC filings, understanding SEC acronyms, and general securities research has neither disappeared nor diminished. We offer this column on Securities and Exchange filings as well as selected guides to SEC research as a pathfinder to assist those who are challenged by the complexities of this area of the law.
Nearly synonymous with SEC filings is EDGAR - the Electronic Data Gathering, Analysis and Retrieval System - which has allowed researchers to access SEC filings electronically since it was mandated in 1993. Prior to that time, we "veterans" remember that runners had to be dispatched to the SEC for copies of filings ,or that companies such as Disclosure or the Washington Service Bureau were a phone call away. Apparently EDGAR remembers that era as well and has fallen behind the technological advances as the SEC announced in September: "SEC has awarded three separate contracts totaling $54 million to transform the agency's 1980s-vintage public company disclosure system from a form-based electronic filing cabinet to a dynamic real-time search tool with interactive capabilities."
If you are unfamiliar with SEC filings research, Zimmerman's Research Guide provides background and information on forms and filings as well as how to obtain older filings. Zimmerman offers several suggestions for sources of SEC filings and although Lexis and Westlaw both provide filings databases, this is one area of law where there is plenty of competition from other vendors as well as the SEC. One of the drawbacks of the SEC website is the inability to consistently get copies in Word or other formats. Often a source such as Edgarscan or SEC Info provide easy, free access to filings, as well as the ability to retrieve the document in a specific format such as Word or Excel. [Editor's note: see also Introduction to the Securities Laws, The NASD, the SEC, the States, and much more, by Mark J. Astarita, Esq and the Securities Lawyer's Deskbook, published by The University of Cincinnati College of Law.]
How many filing types can one encounter? If you're looking for a specific filing type or need to know which filing may contain the desired information, a checklist seems just the thing to answer your question. SEC Info offers the option of 296 filing types on their "Recent Filings" page although they include some types which are now obsolete. The SEC provides a list of forms arranged by the Acts that require the form but this list is rather long if all you have is the form number and you don't know which Act governs. A similar list is available on SECnet, but this Wolters Kluwer website also allows you to view the "SEC Form Types Primer" list alphabetically by form type. A much more abbreviated list is available from Thomson Research. This list includes frequently requested forms and a description of when it is filed and for what purposes. A very helpful concise list is available from GSIOnline which lists the forms by Act, but the arrangement is very easy to read and skim. Of course, the information on what each filing must include is described in the CFR (17 CFR 200 et seq), but if you are researching rather than filing, that may be more detail than you need. Record retention schedules for filings can be found at 17 CFR 200.80f.
SEC Info describes itself as "Securities Information from the SEC EDGAR® database for sophisticated business professionals" and it has the advantage of letting a researcher find the most recent filings - by form type, by company name, by industry, or by news such as bankruptcy filings. Researchers can be alerted by e-mail of new filings by specific companies as well.
Sometimes finding a specific filing type isn't enough. If you need to find precedent for a specific type of transaction, you will want to search full-text for the type of company and the specifics of sample deals or agreements. GSI Online is currently still reasonably priced and has an excellent search template for these searches. Although we don't subscribe to Securities Mosaic, it received an excellent review from our colleagues Kathy Biehl and T.R. Halvorson in LLRX in 2002. And don't forget the SEC's full text search of EDGAR filings, which allows searching from the past four years' filings. The advanced search template offers a date restriction option as well as limiting your search by SIC.
And then, perhaps what you've been looking for is not contained in a filing. For a quick refresher you may want to check out the chapter on Securities Regulation in Specialized Legal Research (Penny A. Hazelton, Aspen Publishers) or research guides from your academic colleagues. Law Scout provides access to academic research guides including those on securities law. While these guides tend to emphasize materials in a particular library's collection, they may also provide information about a subject area, identifying well known treatises and journal titles for those unfamiliar with the practice. For example, Harvard Law School Library's Securities Law Research Guide lists secondary sources, loose-leaf services as well as primary source and information on filings, state securities law and other guides to securities law research. Other more general guides on company research may also point you in the right direction. The Virtual Chase's Company Information Guide, the Library of Congress' Doing Company Research, as well as archived articles on LLRX, and relevant postings on beSpacific, may be of assistance. Keep in mind that many public libraries have highly skilled business librarians and large business collections that can answer what you perceive to be a legal question.
Securities research, whether for a specific company's filing or for in-depth interpretations, often requires a review of sources and options before plunging ahead. Hopefully, the above sources will make your next SEC research project less of a mystery. As an final example, what is a SC 14D-1? This Schedule 14D-1 is an obsolete Williams Act filing. Any person, other than the issuer itself (see Schedule 13E-4), making a tender offer for certain equity securities registered pursuant to Section 12 of the '34 Act, which offer, if accepted, would cause that person to own over 5 percent of that class of the securities, must at the time of the offer file a Schedule 14D-1. (See the SEC Form Types Primer.)