Representing Companies:
A Web Guide for Corporate Attorneys
September 2002
This guide is to help Haynsworth Sinkler Boyd, P.A. attorneys looking for US company corporate information. This is an annotated list of electronic sources available to Haynsworth Sinkler Boyd attorneys looking for corporate information. The amount of good online sources grows every day, however, I have attempted to give you a selection of the best.
If you do not find the information you need please contact Library Services and we will help you.
All of the sources listed below are available either free or through firm subscriptions. If you do not have immediate access to a source please contact Library Services for further help.
Findlaw Corporate Counsel Center
This is a free web site provided by West. You can get some cases, news and forms by just going to the center. However, if you have registered free with Findlaw you can access more information. Be careful that your sources are not leading you to Westlaw.
This site can be used as the opening page of your Internet browser as a good starting point for corporate information every day.
This is a free web site provide by Cornell Law School which covers a broad spectrum of topics including corporate law. Copied below, for your convenience, is the menu of sources from the first page of the corporate law section:
Federal Material
Federal Statutes
Federal Regulations
Federal Judicial Decisions
Other References
Key Internet Sources
SOUTH CAROLINA SPECIFIC SOURCES
This is a free web site of the South Carolina Government which has links to other sites which pertain to South Carolina business.
South Carolina Department of Revenue This is the main page of SCDOR
South Carolina Secretary of State
SCSOS has provided all the information needed to begin a corporation in the state of South Carolina on this site. It includes forms, procedures and links to applicable law. This site also includes a search area for corporations, UCCs and charities. It also has a searchable business filings database.
If you do not find what you need on this site call the SCSOS office directly. They have an online telephone directory to locate any number you need. They are more than willing to help.
FINDING COMPANY INFORMATION
Free Internet Sites:
The most important Internet site is usually the company’s own site. Any good search engine will help you find the company you want.
This site allows you to look for both private and public companies. You will receive limited information from the free portion of the site however it will give you an indication if a company is in good standing with their customers.
This site provides basic company information such as company profile and analysis. It also provides news pertaining to the company and links to other sources for more information. Most of the information on this site is free but it does contain links to more detailed information which you have to pay for.
In order to use this site you will have to register. The registration is free and will allow you to access SEC filings for public companies.
This site also provides SEC filings of companies as well as financial information including stock prices. You can purchase detailed information. Hoover’s also has a feature that will allow you to look up a corporate executive. However, you will have to pay for the detailed information on executives.
This free site allows you to look up SEC filings and IPO filings for both the United States and Canada.
Lexis has recently revamped the look of their web site to include Practice Area Pages. The business portion of these sites has been divided into many categories to help you narrow down your topic.
Note: From the Practice Area Pages, if you click on a database outside of our contract a disclaimer will pop up.
Under the Corporate/Mergers & Acquisitions tab you will find that the screen has been spilt. On the left side are a list of the kind of sources you may need. Clicking on any of them will bring you to a search screen that will allow you to look for your information right away.
The other way to find practice specific material is to click on Area of Law By Topic on the front page. This will also bring you to a list of types of sources. Clicking a type of source will then lead you to a list of specific databases available.
Note: A green dollar sign appears in front of any database outside our contract.
Listed below are most of the corporate law databases available to us under our existing contract along with Lexis’ Content-Summary descriptions:
Cases
Corporate Cases, Federal and State - Combined federal and state caselaw related to corporation law subject matters
SC Corporate Cases - South Carolina caselaw related to corporation law subject matters
Statutes & Legislative Materials
State Codes, Constitutions, Court Rules & ALS, All - This group file contains the statutory codes, state constitutions, court rules and current year slip laws (advance legislative service) from all 50 states, the District of Columbia, Puerto Rico and the Virgin Islands.
State Bill Tracking - Current Session - The STTRCK file contains a summary and legislative chronology of all pending legislation in the current legislative session. Changes made to bills during the legislative process are not reflected in the SYNOPSIS section of the bill tracking report. Consequently, the full text of the bill should be consulted and reviewed for any changes to the language of the bill.
Martindale-Hubbell(R) - Model Business Corporation Act - This file contains the full text of the Model Business Corporations Act (1984) and the Model Business Corporations Act (1969) with Amendments though October 1981.
Law Reviews & Journals
Columbia Business Law Review - The Columbia Business Law Review contains the full text of documents which are dedicated to the scholarly review of business related topics and developments and are of importance to students, practitioners and academics.
Delaware Journal of Corporate Law - The Delaware Journal of Corporate Law contains the full text of documents which are dedicated to the scholarly review of corporate related topics and
developments and are of importance to students, practitioners and academics.
Fordham Journal of Corporate & Financial Law - The Fordham Journal of Corporate & Financial Law contains the full text of documents which are dedicated to the scholarly review of business and legal issues of importance to students, practitioners and academics.
This publication was formerly known as Fordham Finance, Securities & Tax Law
Forum. (Volumes 1 - 4).
Treatises & Analytical Materials
Elsevier Science
Securities Regulation, Third Edition - Estate of Louis Loss and Joel Seligman - This universally acknowledged treatise is of immense day-to-day value to the securities practitioner. The authors' analysis of all relevant statutes, thousands of cases and SEC administrative releases definitively clarifies a wide variety of issues. Securities Regulation also provides detailed coverage of disclosure requirements, margin accounts, the SEC's safe harbor initiatives, new SRO voting rights standards and much more.
Journal of Business Research - The Journal of Business research applies theory developed from business research to actual business situations. Recognizing the intricate relationship between the many areas of business activity, the journal examines a wide variety of business decisions, processes and activities within the actual business setting. Theoretical and empirical advances in buyer behavior, finance, organizational theory and behavior, marketing, risk and insurance and international business are evaluated on a regular basis. Published for executives, researchers and scholars alike, the journal aids the application of empirical research to practical situations and theoretical findings to the reality of the business world.
Journal of Business Venturing - The Journal of Business Venturing provides a forum for the dissemination of superior empirical, and rigorously developed theoretical findings that advance our knowledge in four key areas: international entrepreneurship, new business development, technology and innovation. In addition to manuscripts submitted by leading scholars and practitioners by leading scholars and practitioners to a double-blind referee process, the journal also invited papers by selected authors with a topic of special concern. In the interest of forwarding international research in the field, the journal also features an annual international issue devoted solely to non-US authors or topics.
Technological Forecasting and Social Change - Technological Forecasting and Social Change is a major forum for those wishing to deal directly with the methodology and practice of technological forecasting as planning tools as they interrelate social, environmental and technological factors.
Practising Law Institute
Corporate Legal Departments - Corporate Legal Departments: Strategies for the 1990s: Intended to help the corporate practitioner effectively manage the legal challenges affecting corporate America in the 1990s, this expanded edition also includes an in-depth
discussion of emerging issues of critical importance to legal departments including:
- How to measure and increase lawyer productivity
- Meeting client expectations and needs
- Developing and implementing strategies for dealing with costly litigation, the area of greatest cost-saving potential to most corporate clients
- Automation and strategic planning
- Handling complex multiparty transactions
Directors' and Officers' Liability - Directors' and Officers' Liability is an easy-to-use guide for corporate officers and directors, in-house counsel, plaintiffs' attorneys, D&O insurers and claims personnel. No matter which side of the table you're on, you get the insightful and practical advice you need to avoid missteps, evaluate strategies and protect the interests of those you represent. Includes charts on core legal principles and landmark cases in each area, as well as a detailed checklist of questions regarding directors' and officers' liability to head off questions before they start.
Structured Finance: A Guide to the Principles of Asset Securitization - The Third Edition of Structured Finance provides new and updated information on one of the dominant forms of capital formation in the United States. Written by a leading expert in the field, Structured Finance takes you step by step through the fundamentals of asset securitization while providing new insight into central accounting issues, cross-border financing and debtor-in-possession securitization. It attempts to reduce the complexity and costs of asset securitization, including the nationwide impact of U.C.C.'s revised Article 9. Structured Finance also examines the history, mechanics, and benefits of asset
securitization, including the types of assets, players, and risks involved in such transactions.
Legal News – These are only two of the sources available.
The Business Lawyer - The Business Lawyer is published by the American Bar Association's (ABA) Section of Business Law. It includes authoritative articles on trends and current events and developments in many areas that affect legal practitioners.
Corporate Counsel Magazine – Business News for the Chief Legal Officer Corporate Counsel magazine provides cutting-edge information on legal issues and business trends that in-house counsel can apply in managing their departments and their careers. The pages of Corporate Counsel reflect the many roles and concerns of in-house attorneys by
covering business issues, legal affairs, and the lawyers (both in-house and at private law firms) who serve corporations.
Legal Reference Materials
Combined Legal Dictionaries - Combined Legal Dictionaries brings together three separate sources. The three sources include Ballentine's Law Dictionary, 3rd Edition, A Dictionary of Modern Legal Usage, and Modern Dictionary for the Legal Profession.
Martindale-Hubbell(R) Law Directory - Corporation Law Listings - This specialized file contains Martindale-Hubbell Law Directory listings for attorneys and firms who practice "corporation" law.
Filings
SEC Filings - Full-Text and Abstracts - The SEC Group File contains the full text of EDGAR filings from 1993, additional full-text filings of more than 4,000 US companies from 1987, and abstracts of selected additional schedules and forms for all US public
companies from 1985.
Form 4 - The Washington Service Form 4 reports contain all open market and private purchases and sales reported on SEC Form 4. These reports include: the name of the
filer; their relationship to the company; the transaction date; the number of shares bought or sold; the transaction price; and the number of shares held after the transaction. When a sell transaction can be matched directly with the exercise of options, that sale is reported as an option-related sale.
Form 144 - The Washington Service Form 144 reports contain notification by shareholders of their intention to sell restricted stock. These reports include: the name of
the person selling shares; the number of shares they intend to sell; their relationship to the issuer; and the broker through which the shares will be sold.
There are so many SEC sources available in Lexis I decided to give you a picture of them:
Company & Financial Information (except SEC Filings)
Corporate Annual Reports - Financial Statements Only - Financial statements from corporate annual reports
Disclosure(R) Online Database-US Public Company Profiles - Disclosure(R) Online Database contains business and financial information extracted from annual and periodic reports filed with the Securities and Exchange Commission (SEC) for over 10,000 publicly-owned companies. To be included in the database, a company must have at least 500 shareholders of one class of stock, at least $ 5 million in assets, and must have filed a 10-K (annual filing document for U.S. companies) or 20-F (annual filing document for
non-U.S. companies) in the past 18 months. New companies must have filed the appropriate Registration Statement.
Public Records
Combined Business and Corporation Information - The State Corporation and Business Information file is a group file containing information on records of corporation and limited partnerships from 46 states (which excludes the state of Delaware); "Doing Business As" name filings or assumed business name filings that have been registered with the Office of the County Clerk or other recording offices from 50 states and the District of Columbia; and a franchise index compiled from national and state register
disclosure lists and covering 30 primary industry franchise types.
Corporation and Limited Partnership Information
Combined Corporation and Limited Partnership Information - The State Corporation and Limited Partnership filings is a group file containing information on records of corporation and limited partnerships from 46 states (which excludes the state of Delaware). These records are registered and online with the offices of the Secretary of State or other appropriate state agencies.
Information contained in these documents include:
- Corporation and Limited Partnership names, numbers and status
- Names and addresses of registered agents
- Dates of Incorporation or Qualification
SC Secretary of State Corporation and Limited Partnership Information - The South Carolina Secretary of State Corporation and Limited Partnership file contains information on all active and inactive records of corporation and limited partnerships registered with the South Carolina Secretary of State. Additionally, this file may also contain register name filings.
Most documents contain the following information:
- Corporation, limited partnership name
- Type and status
- Registered agent and address
- Reserved names
- Dates of incorporation
Fictitious Business Name Information
Combined Fictitious Business Name Information - The Fictitious Business Names file is a group file consisting of "Doing Business As" name filings or assumed business name filings that have been registered with the Office of the County Clerk or other recording offices from all 50 states and the District of Columbia. NOTE that fictitious business names filed by corporations are generally NOT included.
IF THERE IS AN ACTUAL FILING NUMBER ON THE DOCUMENT, THIS MEANS THAT THE DBA WAS FILED AT A GOVERNMENTAL AGENCY. IF THERE IS NO FILING NUMBER, MOST LIKELY THE INFORMATION WAS COLLECTED FROM A NON-GOVERNMENTAL SOURCE
Most documents contain the following information:
- Business name and address
- Business telephone number
- Owner name and address
- Business description
- Filing date