Welcome to the UC Law SF guide on company research! This resource is designed to help you, as a law student, navigate the complex world of corporate information. Whether you're preparing for a case, conducting due diligence, or simply expanding your knowledge, understanding how to effectively research companies is essential.
In this guide, we'll cover the key resources and strategies for gathering comprehensive information about companies. You'll learn how to access and utilize public registries, databases, and online tools to find company filings, land records, and court documents from around the globe. These skills will enable you to analyze a company's financial health, market position, and operational history with confidence.
Ownership: Public companies are owned by shareholders who can buy and sell shares on public stock exchanges.
Disclosure: They are required to disclose financial and business information to the public, including quarterly earnings reports and other important data.
Examples: Companies like Apple, Microsoft, and Google are public companies.
Advantages: Access to capital markets for raising funds through the sale of stock or bonds.
Ownership: Private companies are owned by a small group of investors, such as the company's founders, management, or private investors.
Disclosure: They are not required to disclose financial information to the public.
Examples: Companies like Mars, Cargill, and Koch Industries are private companies.
Advantages: More control over business decisions and less regulatory scrutiny.
Definition: A subsidiary is a company that is controlled by another company, known as the parent company.
Ownership: The parent company owns more than 50% of the subsidiary's shares.
Disclosure: Subsidiaries may have to disclose financial information, depending on the regulations and the parent company's requirements.
Examples: Instagram is a subsidiary of Meta (formerly Facebook).
For more detailed information, you can check out these reliable sources:
You can run a search for your specific topic in these general news sources.
Not all sources will provide all of this information, so you may have to look in multiple places.
Investigating private companies, which are not listed on stock exchanges, presents numerous challenges. This task often demands a high level of ingenuity and persistence.
Unlike their public counterparts, private companies are not obligated to submit filings to the Securities and Exchange Commission (SEC). Therefore, the detailed information typically found in these filings is generally unavailable for private firms. However, there are two notable exceptions. First, if a private company has merged with or been acquired by a public company, the public entity might disclose details of the transaction in its SEC filings. Second, if a company transitioned from public to private, its previous SEC filings remain accessible and can be useful for a limited period.
The following sources and strategies may uncover additional information, however, for many private companies, it may be difficult to find more than just their name and location.
Many of the best sources are behind a paywall. eg. Pitchbook, FactSet, D&B Hoovers, and CapitalIQ, Westlaw Company Investigator.
Some private companies will put some information on their website and you can find whatever information they have by Googling the company and examining the About page:
Larger private companies may have more financial information on their websites:
For the company address and names of officers, try:
State Filing Offices
In the U.S., corporations are generally registered with the Secretary of State's office in the state where they are incorporated. You may be able to find the address of the company and the registered agent for free online by searching in something like a Business Entities database (each State is different). The charter is usually a public document filed with this office. So if you want corporate governance information:
With an SFPL card, you can also access much more comprehensive company profiles that you can build, that include financial details, names of officers, family trees (showing subsidiaries and parents) and industry details:
Public companies, which are listed on U.S. stock exchanges, are generally easier to research compared to private firms due to regulatory requirements. Key information is often accessible via the company's Investor Relations page, various websites, or through specialized subscription databases.
You can find a lot of free information, including financial information and you can pull data like the stock prices during a certain time period, using:
Company directories and databases provide information beyond what's on a company's own website, like details on competitors and sales figures. Resources like Mergent Intellect and Mergent Online are useful for this, allowing customized searches by location, industry, and company type, and even letting users download specific data.
San Francisco Public Library cardholders can access these in-depth company profiles, which they can customize, and which include financials, leadership details, corporate family trees, industry information, and SEC filings.
If the company is publicly traded in the United States, its charter (usually called "Articles of Incorporation") and sometimes its bylaws are filed with the Securities and Exchange Commission (SEC).
Since private companies do not provide information to the SEC, you may be able to find information on their subsidiaries using Mergent Intellect which is a database that is made available to all CA residents by the San Francisco Public Library. You will need a library card to access it.
Legal Representation: Attorneys may represent startups in various legal matters, such as entity formation, intellectual property protection, and contract negotiations.
Investment and Financing: Attorneys may assist startups in securing funding from venture capitalists, angel investors, or private equity firms.
Compliance and Regulatory Guidance: Startups often need help navigating complex regulatory environments, and attorneys can provide guidance on compliance with local, state, and federal laws.
Risk Management: Attorneys help startups identify and mitigate potential legal risks, such as liability issues and litigation prevention.
Mergers and Acquisitions: Attorneys may be involved in advising startups on mergers, acquisitions, or other strategic business moves.
Business Structure: Details about the startup's legal structure (e.g., sole proprietorship, partnership, corporation, LLC).
Ownership and Equity: Information on the ownership and equity distribution among founders, investors, and other stakeholders.
Financial Information: Financial statements, funding history, and projections to understand the startup's financial health.
Regulatory Compliance: Information on compliance with industry-specific regulations and any pending legal issues.
Document Review: Attorneys review key documents, such as charters and bylaws filed with the State Secretary. These may be behind a paywall.
Third-Party Reports: Attorneys may request reports from accountants, auditors, or other third-party professionals involved with the startup.
Public Records and Litigation: Attorneys may search public records (available on Westlaw and Lexis, but not with an academic subscription) for information on the startup's ownership, and outstanding liens. Litigation history can be found in any database that has U.S. court dockets, eg. Westlaw, Courtlink (on Lexis) and Blomberg Law.
Subscription Databases (Not available through UC Law SF):
Crunchbase: Crunchbase is a comprehensive database that provides information about companies, their funding history, key personnel, and industry trends. It's particularly useful for discovering new startups, tracking funding rounds, and analyzing market trends. Attorneys can use Crunchbase to quickly get an overview of a startup's background, recent activities, and investment details. (Basic profile information is available for free).
PitchBook: PitchBook is a leading provider of data, research, and insights for venture capital, private equity, and mergers and acquisitions (M&A). It offers extensive datasets on companies, investors, deals, funds, and financials. PitchBook provides detailed information on private and public market transactions, including deal structures, valuations, and investor track records. Attorneys use PitchBook to conduct thorough due diligence, source deals, and perform in-depth market analysis.
By leveraging these tools, attorneys can provide comprehensive legal advice and representation to help startups navigate the complex legal landscape and achieve their business goals.
(Check Delaware, companies often incorporate there primarily)
Databases are listed in order of ease of use for this task.
You can run a basic Web search for the company name and Investor Relations:
You can get a lot of financial information for free from these websites:
The main difference between these two databases seems to be formatting. The family tree portal on Intellect seems to be less accurate, because it refers to individual stores as members of the family tree, whereas Mergent Online gives you the corporate family tree. However, for private companies, Mergent Intellect provides a family tree, whereas Mergent Online likely will not.
The information about executive compensation is clearer, more comprehensive and possibly more up to date on Mergent Intellect. For executives of public companies, in Mergent Intellect, you can easily see and compare the base salary as well as the bonuses and stock awards from the previous year. Mergent Online's data is generally older and more difficult to review. There seem to be many more individual employees listed in Mergent Intellect versus Mergent Online. The main benefit of Mergent Online is that it provides more options for predefined reports on the companies with the caveat that some of the data in the reports may be older than the report that you can pull from Mergent Intellect.
In summary, SEC filings are a treasure trove of information for U.S. lawyers, enabling them to provide informed legal advice, ensure compliance, and protect their clients’ interests in a wide range of contexts.
Some of the best sources for SEC Filings, from the most to least user-friendly search interfaces are:
Earnings call transcripts are written records of the conversations that take place during a company's quarterly or annual earnings calls. These calls are typically held between a company's management team (CEO, CFO, etc.) and analysts, investors, and other interested parties.
What happens on an earnings call? During the call, management discusses the company's financial performance for the period (quarter or year), highlights key achievements and challenges, and often provides some outlook or guidance for the future. Analysts then have the opportunity to ask questions of management.
What's in a transcript? The transcript captures the entire conversation, word for word. It includes:
Earnings call transcripts are a key source of information for anyone interested in understanding a publicly traded company's financial performance and management's outlook. They offer a more detailed and nuanced view than just looking at the raw financial numbers.
Earnings call transcripts can be highly valuable to lawyers for several reasons:
Regulatory Compliance: Lawyers use these transcripts to ensure that companies are complying with securities laws and regulations. They look for any statements that might indicate misleading or incomplete disclosures.
Litigation Support: In cases of securities litigation, earnings call transcripts can provide evidence of what was communicated to investors and analysts. Lawyers analyze these transcripts to identify any discrepancies or misleading statements that could support their case.
Mergers and Acquisitions: During M&A activities, lawyers review earnings call transcripts to understand the financial health and strategic direction of the companies involved. This helps in assessing the value and potential risks of the transaction.
Corporate Governance: Lawyers examine these transcripts to evaluate the effectiveness of a company’s governance practices. They look for insights into management’s decision-making processes and how they communicate with stakeholders.
Intellectual Property: Transcripts can reveal information about a company’s R&D activities, new product developments, and strategic initiatives, which can be relevant in intellectual property cases.
Since UC Law SF does not have databases that specifically focus on M&A deals, you may need to research news sources for announcements of deals.
These two short YouTube videos provide more context on how to use the available resources to find information on deals.
Research analyst reports, also known as equity research reports or investment reports, are in-depth analyses of a company, industry, or market, prepared by financial analysts. These reports are typically produced by investment banks, brokerage firms, or independent research firms. They are intended to provide investors with information and insights to help them make investment decisions.
Here's a breakdown of what they are and why they're important:
Who creates them? Financial analysts, who specialize in a particular industry or sector, create these reports. They conduct extensive research, including analyzing financial statements, meeting with company management, and studying industry trends.
What's included in a report? A typical research analyst report might include:
If you are willing to pay for reports, they are available on: