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International In-house Counsel Journal logoInternational In-house Counsel Journal logo

Reading Between the Lines: Competitive Intelligence Through EDGAR Filings

Abstract

The majority of corporate legal professionals practicing in the United States on behalf of publicly-traded companies (or “issuers,” pursuant to U.S. securities law parlance) are familiar with EDGAR – more formally known as the Electronic Data Gathering and Retrieval System. Maintained by the U.S. Securities and Exchange Commission (SEC), EDGAR is the main route for the filing of the forms and periodic reports required of issuers of public securities under U.S. securities laws. Due to both the amount and extensiveness of information filings requirements encountered by issuers in the United States, EDGAR comprises a rich, extremely informative source of data regarding an issuer’s business operations, finances, risks and prospects. Indeed, the information contained within EDGAR, when properly analyzed and utilized by in-house counsel, presents such practitioners with a unique opportunity to provide extremely useful competitive intelligence to their financial and operational executive peers. The purpose of this article is to provide the reader with a brief overview of EDGAR, as well as some of the key forms and reports filed by issuers under the U.S. securities laws. Additionally, attention will be paid to particular portions of forms and reports filed on EDGAR that are specifically required by SEC rules to be filed by issuers, and how these specific portions may be analyzed by in-house counsel to provide useful information to decision-makers within her own enterprise.

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Author

Russell Boltwood
Lawyer, Innovative Interfaces, Inc., USA

Legal Adviser and Corporate/Business Development Executive with Substantial Experience in All Facets of Commercial, Compliance, Corporate, Data Privacy/Internet, Employment, Intellectual Property, International, Litigation Management, Securities, Technology Licensing, Transactional and Venture Capital/Private Equity Matters.

Company

Innovative Interfaces, Inc.

AREAS OF CONCENTRATION: • Commercial, Intellectual Property (IP), Technology and Licensing Legal Issues: Extensive Experience with Respect to Commercial and Intellectual Property Legal Issues, Including Inbound and Outbound Licensing and Commercial Services Agreements, Patent Development, IP Portfolio Management and IP Litigation Management. • Venture Capital/IPO/M&A: Advise Emerging Firms on VC Fundraising, Including Deal Negotiations and Definitive Agreement Drafting. Have Led Legal Aspects of One Successful NASDAQ IPO and Two Secondary Public Offerings. Negotiated and Managed 9 Major Multi-Jurisdiction Transactions Valued Between $10M and $145M; Managed Transactions from Inception through Final Integration. • Corporate Governance/SEC Reporting: Highly Knowledgeable in All Aspects of Pre-Public and Post-IPO Corporate Governance Issues, Including BOD Management Issues and Best Practices, SEC Reporting and Exchange Compliance. • Transnational Legal Experience: Deep International Legal Experience in Pacific Rim Countries, with Extensive Financial, Legal and Business Contacts throughout the Region. The companies and clients I work with range from emerging, venture-backed enterprises and family offices to well-known Fortune 500 firms. Most of my professional experience has been with technology companies, but I have also worked extensively with companies in the banking, consumer discretionary, light manufacturing and retail sectors as well. While the majority of my clients are located in the United States, the companies and clients I work with also come from a variety of other countries, primarily in the Pacific Rim region.

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