Getting Comfortable with Corporate Law Research
By Sarah Shik Lamdan
I’m a public interest law librarian at heart. In library school, I pictured my future in academia or staffing the research desk at a not-for-profit. In reality, I was lucky enough to be welcomed into the law libraries of prominent international law firms. As a novice corporate research analyst with no business law background, initially the business world was a bit overwhelming. But, as I got into the swing of corporate research, an entire new research universe opened up before me. The Bloomberg terminal’s multiple screens became partners in research instead of intimidating wells of information, and newspaper stock tables became more than lines of mysterious code. I truly enjoyed the excitement of the business law world and learning about the corporate structures that make up the underpinnings of our daily lives and how to gather information about them.
After five years as a private corporate law librarian, I returned to academia in a wonderful institution teeming with public interest activity. I have returned to the academic side of law librarianship with a new understanding of the ways that business, securities, and corporate law research benefit people across the legal research spectrum.
For example, students and faculty ask their law librarians to find information about businesses accused of unfair labor practices. One student needed the corporate information for an American produce grower’s Colombian planting operations for a human rights project. A professor involved in the environmental justice movement sought statistics regarding BP and its subsidiaries and contractors in the aftermath of the oil spill in the Gulf of Mexico. Students and pro-se library patrons often seek assistance with finding information about how to structure not-for-profit organizations and how to maneuver the confusing structure of existing corporations for litigation and public welfare advocacy purposes.
A lot of the corporate and business information sought by library patrons can be easily found if one knows where to search. For instance, information is often tucked away into Securities and Exchange Commission (SEC) documents. Many SEC filings have sections discussing the environmental impacts of the corporation’s practices, litigation news, and employee contract negotiation information, among other topics.
Even though it is clear that sometimes corporate information is useful even in seemingly noncorporate settings, there is occasional resistance to business-related research. As with any specific type of legal research, corporate, securities, and business law research comes with its own vocabulary and its own research products and “tools.” Like learning about United Nations documents for the purposes of international law research or getting cozy with Environmental Protection Agency regulations for environmental law searching, a business, corporate or securities law researcher may initially be unfamiliar with the SEC, its Electronic Data Gathering, Analysis, and Retrieval system (EDGAR), Bloomberg, and other company information resources. To those not yet inducted to the world of business research, some of the numerical and financial information and news may seem a bit dull, cryptic, and unimportant. When I first began corporate research, I assumed that: 1) I don’t need to know this stuff outside of the business law office, and 2) this material is too foreign/scary/boring/"business-like" to be interesting. As I became a more seasoned corporate researcher, I found that neither idea could be further from the truth.
The vast majority of legal topics, including public interest law topics, are intertwined with corporate and securities law. Publicly traded entities are often parties to litigation, and attorneys working at not-for-profit organizations as legal advocates will undoubtedly find themselves searching for information about one or more corporations at some point. Also, the ability to collect and decipher company information is infinitely useful for fundraising purposes, to find out more about potential employees’ past employers, and all sorts of other internal firm, personal, or not-for-profit functions. In this day and age, when the Supreme Court has gone as far as to treat corporate entities like people for some purposes, ignoring corporate information will only harm legal researchers.
Traditional legal researchers may find corporate research to be a bit daunting, at first. The resources used to obtain corporate information are different from our traditional case-finding and statute-gathering tools. Lingo like “EDGAR,” “Bloomberg,” and “10-K” get tossed around with little explanation, and corporate research can easily seem complicated and dull to an outsider. However, as someone who has been immersed in the corporate research realm, I can assure you that once you get past the thin layer of jargon that covers the corporate research world, corporate research can be exciting, interesting, and as full of intrigue as a thrilling criminal law case. The interplay of corporate entities, individuals, federal and state governments, and all of the other actors is a style drama all its own, and understanding the pages of The Wall Street Journal makes for pretty entertaining subway reading!
Luckily, despite the complex-sounding lexicon of the corporate research world, cracking the code and getting comfortable in corporate, business, and securities-styled research is not so difficult. Here are some ways to try on corporate research for size and become more comfortable conducting and understanding business law:
Pick up a business paper or journal like The Wall Street Journal or the Financial Times and read some of the stories. You will quickly observe the intersection of the business world with “real life,” as the articles portray the corporate news of the day. You may even find that some of the stories are interesting and even contain tidbits of juicy information. A financial publication’s article can also be a great tool for familiarizing yourself with some of the corporate jargon of the business community.
Shadow or interview a corporate librarian or a librarian working in a firm with securities, corporate, or business law practices. It may be hard to arrange a visit to a corporate law firm’s library with the barriers of confidentiality, but getting exposure to corporate reference requests and their solutions will go a long way to helping you embrace securities, business, and corporate law research with a degree of comfort.
Get familiar with a Bloomberg terminal. Bloomberg terminals are much more than a weird-looking double-monitored prop on the set of business office scenes in movies! Ask someone with access to a terminal to show you its basic functions, and look up a few corporations on the Bloomberg system. You can learn a lot about corporate and securities basics by looking at the kind of information that Bloomberg terminals offer users.
Look at a few basic SEC filings, the documents that the SEC requires publicly traded corporations to file with the agency. Filings like 10-Ks (annual reports) or 10-Qs (quarterly reports) can tell you a lot about what kind of information corporations gather and what kind of information you will be able to find about corporations, as most of publicly available corporate information comes from these documents. You don’t have to have EDGAR to obtain SEC filings. The SEC webpage has a database full of them, and most publicly traded corporations have links on their websites to their most recent SEC filings.
Read a short securities law treatise or guide. For example, an overview like Hazen’s Securities Law Regulation in a Nutshell, 10th (West Publishing, 2009) summarizes a lot of the securities law lexicon and the major laws that shape federal securities law in the United States. Try working through some securities and business issues with treatises and guides at arm’s reach to use as a reference in order to familiarize yourself with this area of law. These guides can open up a whole new level of understanding.
Visit the “investor relations” webpage for any major corporation to get a general idea about what corporations are up to and what kind of information they provide to their shareholders and the general public. The “investor relations” link may be tucked away under an “about us” or “corporate” tab on the corporation’s website, but once you find it, you will gain access to press releases, corporate filings, transcripts from shareholder meetings, stock charts, and more.
These tips will help you try on corporate law for size and get a little bit of comfort with and exposure to business research. Demystifying corporate and securities law research will improve your understanding of the corporate world and make you even more confident in your daily legal research.
As an illustration of how easily one can build corporate research skills into his or her legal research world: In response to the student who wanted information about the Colombian planting operations of an American corporation, we began our search by visiting the American corporation’s website. We clicked to the investor relations page (it was tucked away in a link labeled “Investors” at the bottom of the webpage where the corporate information portion of commercial websites often appear) and found links to SEC filings, news releases, corporate governance information, and more. We searched for contact information for their Colombian offices in the SEC filings link, and were able to pinpoint details about their Colombian operations by using their SEC filings keyword search function. Armed with the details, we bolstered our search with news searches both on the investor relations webpage and in news aggregating databases. We also utilized Bloomberg Law’s vast corporate news collection and ran a search with the information we had gathered from the corporate webpage and news resources. Although the student had been unfamiliar with stock charts and corporate filings when she approached the reference desk, she left the library armed with the information she needed and the confidence to try searching these corporate resources for similar information in the future.
Sarah Shik Lamdan (email@example.com) is a reference librarian at CUNY Law School Library in Long Island City, New York.
Basic “Business Law Vocabulary”
- 10-K: An annual report that has to be filed with the SEC by companies with more than $10 million in assets and a threshold amount of a certain type of securities. This report gives a lot of detail about company history, organizational structure, holdings, executive compensation, litigation, and all sorts of other topics. It is a great place to find company information.
- IPO: IPO is an acronym for initial public offering. It is a company’s first sale of stock to the public, which signifies its entry into the stock market. Companies often “go public” to raise capital to expand and become publicly traded enterprises.
- SEC: The U.S. Securities and Exchange Commission (SEC) is the primary federal agency charged with enforcing the federal securities laws and regulating the securities industry.
- Exhibits: Exhibits are often filed along with required SEC filings. These documents are similar to exhibits filed with court motions in that they provide extra information and details not supplied in the general filing.