Virginia Flower, the corporate Professional Support Lawyer at Freshfields Bruckhaus Deringer; Roger Cook, Librarian of Mayer, Brown, Rowe and Maw; Michael Normile, Manager of European Library Services at Sullivan & Cromwell and Phillip Brown, CEO of Global Securities Information. Each dealt with different areas of information provision for US companies as detailed in the sections that follow.

1. The role of the Securities and Exchange Commission and extracting corporate information from the SEC.

Virginia began with an overview of US federal securities law. The US federal body that regulates the securities market is the Securities and Exchange Commission (SEC). It's website address is: http://www.sec.gov. This body administers the various federal securities laws in particular the Securities Act 1933 and the Securities Exchange Act 1934. It also issues interpretative releases which shed light on securities laws (accessible through the Staff Interpretations section of the SEC website) and issues no action letters in relation to proposed courses of action by corporates.

The SEC is an important source of information about US companies because it requires all companies offering or trading securities to the public to disclose information that is material to investors. Many of the resulting documents are freely accessible in full text through the SEC website. Different types of companies have different filing requirements. A US incorporated entity or domestic issuer has the most extensive filing requirements. In contrast a foreign private issuer (a non US company) has less onerous filing requirements.

Virginia's talk covered the most common corporate filings required by the SEC such as the S1/F1 - the basic registration statement that a company making a public offering of securities is required to file which incorporates the Prospectus. Many of us will also have been asked to obtain the 10K - a company's annual report. A comprehensive description of other commonly requested SEC forms can be found under the Filing and Forms (EDGAR) / Descriptions of SEC forms section of the SEC website.

Many of the filed forms are available in full text through the Filings and Forms (EDGAR) section of the SEC website. Some documents - in particular those for foreign private issuers do not have to be electronically filed and so are not available from EDGAR.

Virginia's talk finished with some examples of the sort of information that can be obtained from SEC filings. Some of this information can be very specific. For example if your firm is acting for a bidding company and wants details of an important contract entered into by the target company, you may find the contract filed as a material exhibit on EDGAR.

2. Free internet sources for US corporate information

Roger then looked at some free internet based sources of information for US corporations. All of the website addresses given below were correct as at 14/06/2002. Some of the sites that Roger described such as http://www.hoovers.com and http://finance.yahoo.com provide profile and financial information on US companies as well as companies from other jurisdictions. The CAROL site at http://www.carol.co.uk provides access to the annual reports of companies in various countries and is another useful source for general corporate information (registration is required, but it is free).

Some less familiar sites dealing with US companies suggested by Roger are listed and briefly described below:

Wall Street Research Net
http://www.wsrn.com
This site deals only with companies registered at US exchanges. You need to click on the Find Symbol heading to begin your search. Information provided includes the US exchanges the company is traded on, a brief company description and financial information for the past five years.

Delaware Secretary of State
http://www.state.de.us/sos/index.htm
Click on the Corporations subheading and then access the Division of Corporations Website. It contains much useful information on the establishment of companies in Delaware. The site does not provide an online list of Delaware incorporated corporations, but the FAQs section does have details of a telephone number which allows you to check corporate status on payment of a $10 fee.

New York State Division of Corporations
http://www.dos.state.ny.us/corp/corpwww.html
This site allows you to search a company by name and in many cases gives you the state of incorporati- on (under the heading jurisdiction) for that company.

3. Fee paying sources for US corporate information

The final two speakers - Michael and Phillip - dealt with fee paying sources of US corporate information. The advantage of these databases is in their classification features which allow very focused searches. These sources, as Michael pointed out, are particularly useful for precedent research - where the enquirer requires documents matching a certain set of criteria.

Michael described various CD and web based databases. Phillip dealt with the LIVEDGAR web product delivered by Global Securities Information.

Since many UK law firms do not have these databases available to them, Michael's remark that most of the documents accessible through these databases are available on Lexis, through the Company Library and Federal Securities Library, and on Westlaw, through the EDGAR and Federal Securities Libraries, was a welcome reminder. For those firms that have access to Perfect Information - EDGAR documents are also available through this database.

CD Products

Michael described the Disclosure CD Roms. The Compact D SEC allows searches on US companies by industry, place of incorporation, exchanges a company is listed on, sales and significant shareholders. The Compact D New Issues is a more transactional database - it allows searches by SEC form type, counsel and value of transaction as well as keyword searches.

Web based products

Global Access

This database has imaged documents not only of EDGAR filed documents, but also those documents that need only be filed in paper with the SEC, selected international filings and also some bond documents. It also allows you to screen companies by selected criteria and can search EDGAR documents in full text. Further information may be obtained at http://www.primarkga.co.uk/.

SECNET
This is an added value Edgar database. It allows searches on Edgar filings by company name, SIC, Stock Exchange, incorporation and form type. It also has a database of No-Action letters. Further information may be obtained at http://www.wsb.com.

LIVEDGAR
This product offers full text searches of all EDGAR and paper SEC filings. It also has documents for SEC international and paper filings in some cases as far back as 1968. It has a No-Action letters database and various other transaction based databases including one dealing with Mergers and Acquisitions and another with s 144A transactions. Further information may be obtained at http://www.gsionline.com.

Overall the talk provided a useful introduction to the role of the SEC and extracting US corporate information from it as well as to free and fee paying sources of US corporate information. Many thanks to all the speakers for extending their time and also for providing some very helpful written notes.