Trainer Introduction - LexisNexis



Corporate & Securities

Attorneys occasionally need factual information on companies. Use these materials to perform due diligence for any reason, mergers & acquisitions, litigation involving a company, organizing corporate entities, corporate financing client development, & securities work. The combination of company, financial, securities, public records, news, & case law will give you comprehensive information about a company.

Location of a Public Company

Information about public companies is relatively easy to find since they are subject to the SEC’s reporting requirements.

Search 1

1. Go to News & Business > Company & Financial > U.S. Public Company Reports

2. Enter co(general mills)

Search 2

1. Go to Company & Financial from the source crumb trail > Directory of Corporate Affiliations(TM)

2. Enter co(xerox)

Location of a Private Company

Information is typically more difficult to find since they are not subject to the SEC’s reporting requirements.

1. Go to Company & Financial > U.S. Private Company Reports

2. Enter co(buffalo exchange)

Corporate, Limited Partnership, DBA, & Franchise Information

Search Company & Public Records sources for records of incorporation, data on limited partnerships, DBA filings, UCC filings, liens, judgments, property records, & much more.

Search 1

1. Company & Financial > Company Directors & Executives > Individual Publications > Standard & Poor's Corporate Register

2. Enter co(ford motor)

Search 2

1. Company & Financial > Other Corporate Filings > U.S. Corporation & Limited Partnership Filings > Combined Corporation and Limited Partnership Information

2. Click the New Search link & enter co(kraft foods)

Search 3

1. Other Corporate Filings > Uniform Commercial Code Filings > Combined Uniform Commercial Code Liens Filings

2. Click the New Search link & enter co(starbucks)

Company Ownership & Organization

Find the institutional investors in a company.

1. Company & Financial > Financial Markets > Vickers Securities Report and Institutional Holdings

2. Enter pepsico (using the co segment is too restrictive)

In-Depth Company & Industry Research Reports

Search 1

1. Company & Financial > Company Profiles & Directories > Individual Publications > Disclosure(R) Online Database – US Public Company Profiles

2. Enter co(microsoft)

Search 2

1. Company & Financial > All Company Information (excluding Investext and D&B)

2. Enter company-info(timex)

Financial Filings

Locate recent filings with the SEC.

1. Company & Financial > Financial Filings > U.S. Financial Filings > SEC Filings - Full Text and Abstracts

2. Enter co(sara lee) & date aft 6/30/2004

View specific types of exhibits filed by a company.

1. U.S. Financial Filings > Exhibit 3. Articles of Incorporation and By-Laws

2. Enter co(bausch & lomb)

News

Search more than 12,000 sources from around the world, including leading magazines, newspapers, newsletters, the PR Newswire, Business Wire, the Financial Times, Daily Deal, , & more.

Search 1

1. News & Business > Major Newspapers

2. Enter terms(reed elsevier pre/3 9*%)

Search 2

1. Click the Edit Search link located at the end of the source crumb trail

2. Enter atleast5(reed elsevier)

Case Law

Find cases for which a company is a party.

1. News & Business > Legal > Cases – U.S. > Most Recent Year Federal & State Court Cases, Combined

2. Enter name(enron)

Securities Law

Securities are defined as evidences of debts or of property. These are intangible obligations to pay money or rights to participate in the earnings & distributions of corporations, trusts, & other property. Examples are stocks, bonds, notes, convertible securities, warrants, & other documents that represent a share in a company or a debt owed by a company. Companies sell these different types of securities to raise capital for their business.

Securities Law deals primarily with the registration of securities which are to be sold to the public & the regulation of the trading of outstanding or listed securities such as securities traded on stock exchanges & the over the counter market. Securities Laws also establish reporting requirements of securities issuers, establish rules governing proxy solicitations & tender offers, establish the authority of the SEC, & provide for certain antifraud provisions.

Securities laws are written primarily to protect investors & ensure there is complete disclosure of accurate information about the underlying company, the type of investment they are purchasing, & its value, whether purchased through an initial public offering, a stock exchange, or the over-the-counter (OTC) market.

Federal & state statutes govern the registration, offering, sale, & regulation of securities. The major federal acts include the Securities Act of 1933, 15 U.S.C. @ 77a et seq., dealing with the registration of securities & which securities are exempt from registration, & the Securities & Exchange Act of 1934, 15 U.S.C. @ 78a et seq., which deals primarily with the regulation of securities, securities issuers & reporting requirements.

Other federal securities acts include the Trust Indenture Act of 1939, the Public Utility Holding Company Act of 1935, the Investment Adviser's Act of 1940, the Investment Company Act of 1940 & the Securities Investor Protection Act of 1970. The federal agency that administers all of these laws is the Securities & Exchange Commission. State securities laws are commonly know as Blue Sky Laws.

The Securities practitioner may be involved in one or several types of tasks with respect to the various securities laws. Here are a few examples: assist & advise corporate counsel & investment bankers who underwrite securities in the registration, offering & sale of a new issue. This might involve drafting a registration statement & prospectus.

They could also advise or represent brokers, broker dealers, or investment companies with respect to the trading of outstanding securities or with respect to certain white collar crimes involving securities fraud or any other violation of the securities laws.

Securities practitioners also assist & advise companies with respect to the complex reporting requirements under the 34 Act & might draft certain SEC filings for them like 10-K's, 10-Q's, 8-K's etc.

Find Release No. 2557 issued under the Securities & Exchange Act of 1934.

1. Go to Securities > Admin. Materials > Federal > Agency Decisions > SEC Decisions, Orders & Releases

2. Enter release-no(34 or 1934 & 2557)

Always use the 2 & 4 digit year of the act that the release was issued under in the above format to get the correct document. Otherwise you may get a different release with the same number. This is an example of an Interpretive Release because it was issued under one of the Securities Acts.

Find releases dealing with mutual funds & that were issued under the Investment Advisors Act of 1940.

1. Click the Edit Search link located at the end of the source trail

2. Enter release-no(investment advisors act) & mutual funds

Find Litigation Release No. 13487.

1. Go to Agency Decisions (in the crumb trail) > SEC Litigation Releases

2. Enter release-no(13487)

Find the Exxon No-Action Letter from March 10, 1992.

1. Go to Agency Decisions > SEC No-Action, Exemptive & Interpretative Letters

2. Enter company(3xxon) & date is 3/1992

If you have an exact date, only use the month & the year because it could be either the availability date, the date of inquiry, or the date of reply. LexisNexis searches only the availability date. If that doesn't work, use the year only.

Find CFTC Letter 95-26.

1. Go to Agency Decisions > CFTC No-Action Exemptive & Interpretative Letters

2. Enter number(95-26)

Find the full text of an SEC Rule when only the rule number is known, such as 16b-5.

1. Go to Federal > CFR

2. Enter title(17) & section(2**.16b-5)

If you know which act the rule is from, you can use Part 230 for the Sec. Act of 1933, Part 240 for the Sec. & Exchange Act of 1934, Part 270 for the Investment Company Act, or Part 275 for the Investment Advisors Act in place of the 2**.

Find a list of Registration Statements filed in 1995.

1. Go to Agency Decisions > SEC News Digest

2. Enter section(registration) & date is 1995

Find detailed business & financial information about a public company such as Philip Morris.

1. Go to Company & Financial Information > Disclosure(R) Online > US Public Company Profiles

2. Enter company(philip morris)

Find the Walt Disney Company's 1995 10-K & 10-K Exhibits.

1. Go to Filings, SEC Full Text Filings, SEC Form 10-K

2. Enter company(disney) & filing date is 1995

Find Annual Reports to Shareholders for Microsoft.

1. Go to SEC Full Text Filings, SEC Annual Reports to Shareholders

2. Enter company(microsoft)

Find recent underwriting agreements in connection with the issuance of securities regarding indemnification by the company & the language used.

1. Go to Filings, SEC Full Text Filings, EDGARPlus(R) Database

2. Enter allcaps(underwriting agreement) & exhibit-type(exhibit 1) & indemnification /5 company & date is 2000

The ALLCAPS command insures that you will retrieve the correct document as its title is always in all caps. Exhibit-Type lets us specify the exhibit type or types.

Use the Information screens to get a list of standardized exhibits. Some of the most frequently used exhibits are 1 Underwriting Agreements, 2 Acquisition & Merger Agreements, 3 Articles & Bylaws, 4 Rights of Sec. Holder Agreements, 5 Legal Opinions, & 10 Material Contracts.

Find an Insider Trade case from a US District Court in Texas called Securities & Exchange Commission v. Hoover.

1. Go to Cases & Court Rules > Federal > Federal Securities Cases

2. Enter name(securities & hoover) & insider trading

Find a Securities case for which you have the citation.

1. Go to Get a Document > By Citation

2. Enter 590 fsupp 756

Find 15 usc 77a (the Securities Act of 1933).

Go to Get a Document > By Citation & enter the citation. Use Book Browse to view subsequent sections.

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