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By Philip Mattera Table of Contents Introduction I. GETTING STARTED: THE KEY SOURCES OF COMPANY INFORMATION
A.
Sources for basic corporate profiles II. EXPLORING A COMPANY’S ESSENTIAL RELATIONSHIPS
A.
Parent company/subsidiaries III. ANALYZING A COMPANY’S SOCIAL RESPONSIBILITY RECORD
A.
Social responsibility profiles and ratings;
dissident websites *********************************************************************** INTRODUCTION Ongoing problems with corporate crime and misbehavior make it essential for progressive activists to know how to gather information on the way business operates. These days, all of us also need to be watchdogs against the excesses of corporate power. This Guide is designed to help researchers and activists gather essential information on any type of U.S.-based company, whether small or large, privately held or publicly traded. Given space limitations, the Guide does not contain sources that relate to specific industries or geographic areas. Also, aside from a few brief references to Canadian sources, there is no detailed discussion of information sources outside the United States. Given that most business research these days is done via computer, most of the sources listed are found online. Wherever possible, the recommended resources are free sites on the web, but the Guide also points out where certain valuable information can be found only on pay websites and subscription services such as Lexis-Nexis or Westlaw. Keep in mind that it is easy to run up large bills on some of these services, so you may want to get help from an experienced user. Also keep in mind that not everything is available online. There are times when you still have to go to the library or a government agency. This Guide tells you when that is necessary. The resources listed here are all, in one way or another, part of the public record. If you want to know about business espionage or private investigative techniques, you will have to look elsewhere. The Guide, nonetheless, will introduce you to many lesser known public sources that contain information that may feel as if it is secret. The Guide is divided into three parts. The first covers leading sources of basic information on companies of all kinds. The second part focuses on information sources relating to the key relationships every company must have in order to function. The final part shows you how to gather information about a company’s social responsibility record. Together, these sections will help you find all the basic information needed to support efforts to get companies to do the right thing. Happy hunting!
The biggest challenge in most corporate research projects is not a shortage of information, but rather too much of it. The key to efficient research is figuring out how to sort through the barrage of data and zero in on what is important. An essential part of this is knowing where to begin. This section provides a list of the best starting points for getting a basic understanding of a company, including its finances, its operations, its executives and its history. A. SOURCES FOR BASIC CORPORATE PROFILES
Hoover’s Online
Hoover’s also sells subscriptions that give users access to additional information, including more extensive narrative profiles, more details on products and subsidiaries, and biographical information about top executives and directors. Note: The longer Hoover company descriptions are available on the subscription service Nexis.
The Mergent manuals, which are updated with weekly reports, can be found in most large libraries. For a more detailed description of the volumes, see the Mergent website (click on Products and Services). The information from the manuals is also available online from Mergent via a high-priced subscription, which is available on some university library systems. Some Mergent material is available on Dialog and Westlaw.
Much of the material on corporate websites amounts to little more than company propaganda, but there is also a fair amount of useful information, especially on the sites of larger firms. Here are some of the main items to look for
Every U.S. corporation – whether publicly traded, privately held or non-profit – must register at the state level to receive a charter to do business. The agency that handles this process is usually the state Secretary of State’s office, which will also provide public access to at least some of the information that corporations must provide in their filings. There are several ways to obtain this information. The best is to go to the Secretary of State’s office directly, make a request and obtain hard-copy printouts of all the documents available on your target company. Along with the articles of incorporation, the materials should at least contain the exact name and mailing address of the company plus the name of its registered agent (a person or entity that is served papers when the company is sued but may not otherwise be involved in operations). In many states companies must also provide information such as the name (and sometimes home address) of each officer and director and his/her ownership of the company’s stock. These facts are especially valuable when researching small, privately-held companies that may otherwise not be required to disclose much information. If you cannot go to the Secretary of State’s office in person, check if there is a telephone request service. In addition, more and more states are putting their corporate filings on the Internet. For a guide to which states have created free sites for this or other kinds of public records, see the BRB Publications site at or that of Search Systems. If you don’t know what state the company is located in, there are several ways of doing nationwide searches. The website KnowX allows you to search records from most states for free; there is a charge for viewing the details. If you have access to a subscription service such as Lexis-Nexis or Westlaw, you can search nearly all states at once – either by the name of the company or the name of an officer or director (though the entries from some states do not include such names); Delaware can also be searched through a separate service. On Lexis-Nexis or Westlaw you can also search Fictitious Names (DBA) files for the same states. Property Records The real estate holdings of corporations, like those of individuals, are a matter of public record, usually at the county level. You will want to check the records of the Tax Assessor to see what properties are held in the company’s name, how much property tax is supposed to be paid on those properties and whether the payments have been made. You will also want to search at the office of the Recorder of Deeds to get copies of documents such as deeds, mortgages and tax liens. Note that the names of these offices will vary in different places. To do a search beyond a single county, use services such as KnowX, the Assets Library of Lexis-Nexis or the Asset Locator on Westlaw. Note that these services can also search for ownership of boats and aircraft; Lexis-Nexis and Westlaw have some motor vehicle information as well.
Since the federal government instituted an extensive system of securities oversight in the 1930s, publicly traded companies have been required to file a variety of reports with the Securities and Exchange Commission (SEC), which in turn releases most of these filings to the public. The reports, which cover financial and some operational matters, are designed to assist investors, but they also widely consulted by trade unionists and other progressive activists. Gaining access to these reports became much easier in the mid-1990s, when the SEC initiated a system called EDGAR (Electronic Data Gathering Analysis and Retrieval) under which most of the public filings are posted on the Internet. EDGAR documents are available from the SEC website itself or from several commercial sites. For online access to SEC documents that predate the EDGAR system, try the Company Library on Lexis-Nexis or SEC-ONLINE on Westlaw, which have documents going back to around 1987. Older filings can also be found on microfiche at the SEC public reading room in Washington, DC or at larger reference libraries. The Access Disclosure file on Lexis-Nexis and the Company Index on Westlaw have lists of all SEC filings back to the late 1960s. There are dozens of different types of SEC filings. Here are descriptions of the key ones to check when profiling a corporation: 10-K The 10-K is an annual report that companies file with the SEC, but it is quite different from the glossy annual report that firms use for public relations purposes. The 10-K may lack photographs and fancy graphics, but it includes a wealth of information about the company. Along with a full set of financial statements, the document includes:
Note: A company may be privately held in that it does not have shares that trade publicly, yet it still is required to file a 10-K if it sells bonds or other debt securities to the public. 10-Q and 8-K The 10-Q is a quarterly filing that updates the information in the 10-K. The 8-K is a filing made by the company when an extraordinary event has taken place. This would include things such as a change in top management, a takeover bid or merger plan, and the initiation of a major legal action against the company. Proxy Statement (Form DEF 14A) Another disclosure goldmine is the proxy statement (or simply proxy), which the SEC designates as Form DEF 14A. The primary function of the proxy is to notify shareholders when and where the company’s annual meeting will take place. It is called a proxy because the version sent to shareholders includes a card that those who do not plan to attend the meeting can send in to give management the right to vote their shares in the election of directors and any ballot measures. Information about the annual meeting is also useful to trade unionists and other activists who may be trying to influence corporate policy. The annual meeting may be the only opportunity for you to address top management and the board of directors face to face. If you are engaged in an intensive campaign, you may want to formulate a shareholder resolution and try to get it on the ballot for the meeting. This is a complicated process that you should not undertake without consulting groups that specialize in shareholder activism (see below). If you succeed, the text of your resolution would appear in the proxy statement. The value of the proxy statement as an information source goes beyond matters relating to the annual meeting. Here are some of the other gems it contains:
The Interfaith Center on Corporate Responsibility has a high-priced database called EthVest that contains comprehensive information on shareholder resolutions. Prospectus and S-1 Registration Statement These are documents issued in connection with an initial public offering (IPO) of stock or the issuance of new stock by a company that is already public. The disclosure process begins with a preliminary prospectus (known informally as a “red herring”). This contains:
The S-1 Registration Statement contains a detailed account of the company’s history, operations and financial record. It is similar to a 10-K, but it contains more detail. Forms 3 and 4 These filings are the means by which company insiders (officers and directors) report sales or purchases of the firm’s stock. The SEC requires these reports so that investors are aware of personal transactions that may reflect the insiders’ assessment of the company’s prospects. Form 3 is an initial filing and Form 4 reflects changes in the holding. Canadian companies Canada is one of the only other countries with a openly accessible corporate disclosure system comparable to that of the United States. It has a program called SEDAR (System for Electronic Data Analysis and Retrieval). The Canadian filings have different names from those in EDGAR (see the website for a guide), but the content is similar.
Dun & Bradstreet (D&B) is one of the leading credit-rating companies; i.e., it collects information on how promptly firms pay their bills and sells this information to other companies that want to determine how risky it is to extend credit to a commercial customer. In the course of assembling this payment data, D&B also collects a great deal of descriptive information on millions of U.S. and foreign companies, including ones that are privately held and ones that are tiny in size. D&B is thus an invaluable source of information on companies that do not file with the SEC. Keep in mind, however, that there is no legal penalty for lying to D&B (as there is with the SEC), so the data in its databases cannot be regarded as authoritative. It is, however, often the only source of descriptive information (beyond what is in state corporate filings) for small, private firms. Many unions and other organizations subscribe to D&B’s services. If you do not have such access, you can purchase individual reports on the Internet (using a credit card) at this site. Among the various reports, the most useful for general corporate research is the Business Background Report. It does not contain payment data, but it usually has the following:
Note: D&B databases with some of this information (not including company history and biographies) can be found on Lexis-Nexis in the Dun & Bradstreet Library. Access to D&B databases is also possible through the Westlaw service. D&B also publishes print volumes such as the Million Dollar Directory that can be found in business libraries.
Newspaper and magazine articles may be secondary sources, but they often contain company information found nowhere else. This is especially so with specialized trade journals and newspapers in cities where a company has its headquarters or a major facility. Searching for news articles used to a cumbersome process of paging through hefty printed indexes and then retrieving the actual texts from bound volumes or microfilm. Thanks to the creation of digital archives, it is now possible to search for articles via your computer. Some publications have set up websites with an archive of back issues. To locate the website of a print publication, try NewsLink, which is arranged by subject and by geography. Look here for a directory of newspaper archives. For a more thorough search, use one of the databases that collect the full text of articles from many publications. The best of these is Nexis, which brings together articles – in some cases going back 20 years – from several thousand newspapers, magazines, trade journals, wire services and press release services. Nexis can be expensive, but it is possible to arrange for reasonably priced flat-rate subscriptions for small organizations. It may also be possible to gain access through a public or academic library. The other leading source of full-text articles is Factiva (formerly Dow Jones Interactive), which is somewhat more affordable than Nexis. It is the only source for the full online archive of the Wall Street Journal. Also try NewsLibrary, which includes some newspapers not covered in Nexis or Factiva. If you are on a tight budget, you can find recent stories on free web services such as Google News. Also keep in mind that many public and academic libraries provide free online access to commercial databases to authorized users.
One of the results of the spread of the internet is that it enables people around the country who share specialized interests – including the fact that they have investments in the same company – to communicate with one another. The web has numerous sites where investors (and sometimes company insiders) can share information (or rumors) with one another, or simply mouth off about the company. These postings cannot be regarded as authoritative, but sometimes they contain valuable leads that you can then research using more reliable sources. Yahoo Finance, for example, has a set of message boards on individuals stocks that you reach by plugging in the stock symbol and then clicking on Message Board. The Wikileaks website has an archive of selected corporate as well as government internal documents that have been made public.
Companies are like people: they need relationships to survive. These include, for example, relationships with those who buy the firm’s products, those who invest in the company and those who lend it money. When you are researching a company, it is essential to understand these relationships. When you are involved in a corporate campaign against a company, chances are that you will end up intervening in these relationships in some way, since this is often the most effective way to get a corporation’s attention and persuade it to abandon socially irresponsible policies. A. PARENT COMPANY/SUBSIDIARIES If you are researching a large company, there is a good chance that it has subsidiaries or is itself a subsidiary of a larger corporation. This is vital information for any campaign. An indication of where a particular company fits into a corporate hierarchy may be obtained from sources such as Hoover’s or Dun & Bradstreet (see above for both); public companies must provide a list of subsidiaries in their 10-K. The Croctail website contains a search engine for these lists. Keep in mind that the fact that a company is publicly traded does not mean that it is an ultimate parent company. It is not uncommon for large companies to make a public offering of stock in a subsidiary while retaining a majority of the shares. The most complete data on corporate family trees can be found in a publication called the Directory of Corporate Affiliations, which covers public and larger private companies. It is published in print form by the Lexis-Nexis Group, which also makes the information available via an expensive subscription service on the web. Dun & Bradstreet publishes a similar work called America’s Corporate Families, which is available online as Who Owns Whom on the Dialog database service.
Outside directors – i.e., those who are not are not members of management – are supposed to serve as watchdogs, protecting the interests of shareholders against transgressions by executives of the company. As various corporate scandals have shown, outside directors often look the other way or are oblivious to accounting and other forms of fraud. Nevertheless, board members are ultimately responsible for the actions and policies of a company, so it is perfectly legitimate to put pressure on them when a company is trying to bust a union or otherwise act in a socially irresponsible manner. As noted above, a publicly traded company’s proxy statement is the best source of information about directors, including their stock ownership, their compensation for serving on the board and their other affiliations. Proxy statements are not always complete when it comes to listing other affiliations (especially when they involve privately held companies or non-profits), so it is worth the effort to check other sources such as the following: The website of Forbes magazine has a feature called People Tracker that allows you to search for an individual’s corporate affiliations (as well as listings on the Forbes lists of rich people). To find references to individuals in SEC filings, use commercial full-text search services such as Morningstar Document Research (formerly called 10k Wizard), or, if you are willing to limit the search to documents issued during the past four years, the website of the SEC itself. The Dun & Bradstreet Library on Lexis-Nexis has a file called EXAFFL that allows you to search for an individual’s affiliations with public and private companies. Westlaw has a similar database called Executive Affiliation. Who’s Who in America, available in print form in libraries or online via Dialog, Lexis-Nexis or Westlaw, provides biographical information on thousands of prominent individuals. Keep in mind that the information is supplied by the subject, so there may be omissions or embellishments. Standard & Poor’s Register, also available in libraries or on Dialog, Lexis-Nexis and Westlaw, provides affiliation information for executives and directors. The Social Register, available in larger reference libraries, has information on socially prominent persons. One way of tracking down articles on better known directors is to use the Wilson Biographical Index, which can be found in most libraries. If the director you are researching is a well-connected member of the power elite, also try plugging his or her name into two other search engines. The first is LittleSis, a collaborative project that called itself "an involuntary facebook of powerful Americans." Its entries track social networks involving executives, directors, lobbyists and financiers. The other is Namebase, which contains an index of references to people in hundreds of books, articles and reports about big business, corporate crime, the intelligence agencies, the federal government, etc.
Most big publicly traded companies are no longer controlled by individuals or families; instead, the largest portion of their stock is held by entities known as institutional shareholders. They include pension funds, university endowments and various categories of investment managers. These institutions wield enormous power in the stock market, so it is standard procedure to engage these investors in corporate campaigns. Sometimes the institutions can be allies, especially Taft-Hartley pension funds (those in which unions play a role in managing) or public employee pension funds (which are often susceptible to political influence). Many of these funds, as well as giants such as TIAA-CREF (the pension fund for many academics and employees of non-profits), may be sympathetic to campaigns that raise some issue of social responsibility. Dealing with institutional investors is a complicated process that you should not undertake without consulting shareholder activism specialists at groups such as the following: Before engaging institutional investors, you need to know which ones have significant holdings in your target company. You can get a free list of the top ten on several websites, including Yahoo Finance (enter the stock symbol, hit enter, then click on Major Holders). If you have access to Lexis-Nexis, you can get a longer list in the Vickers Securities file in the Company library. However, to get the most complete data, you need to subscribe directly to services provided by a commercial service such as Vickers Stock Research. These products include a complete list of institutional holders plus an indication of whether the institution has voting authority for all or some of the shares.
Like outside directors, Wall Street analysts (who are employed by brokerage houses and investment banks) are a category of corporate watchdog that has turned out to be toothless. Corporate scandals of recent years have featured cases in which analysts promoted dubious stocks to pump up initial public offerings handled by their employer—or else to expand their employer’s investment banking business. The reputation of analysts may have been tarnished, but they remain important influences on the way in which companies are regarded by the market. For this reason, corporate campaigners continue to spend time communicating with analysts, making sure they aware of pertinent facts about the target company. It is thus useful to know how to find out which analysts follow a particular company. The standard source for this information is a publication called Nelson’s Directory of Investment Research, which in 2009 ceased to be available in print form and is now available electronically via Lexis-Nexis or via direct subscription from Nelson's. In addition to knowing which analysts cover a company, it is useful to read what they have written about your target company. At one time, brokerage houses used to give away analyst reports for free. Today, if you are not a major customer, you have to purchase access to these documents through an online service. The most extensive of these is Investext, which is available by direct subscription (as part of the Thomson Research or via Lexis-Nexis or Westlaw (whose versions may not be quite as comprehensive). Investext can be found on some university library systems. Analyst reports are also available through at the Reuters website, where you can buy individual reports using a credit card.
Borrowing money is one of the ways in which companies obtain the funds needed to build new facilities or buy other companies. Corporations may borrow from a single lender, from a group of lenders that form a syndicate to provide a large loan, or by issuing bonds or other debt securities. Corporate campaigns often focus on the role of major creditors, making an issue, for example, of the fact that a bank is lending money to a union-busting employer. The bank then becomes a secondary target of the campaign. Publicly traded companies, which have to disclose the size of their debt, often (but not always) reveal which banks it is borrowing from. In many cases this is disclosed only by including a copy of the credit agreement in the exhibits to the company’s 10-K filing. Dun & Bradstreet often includes the name of a company’s primary bank in its information products. There are also several specialized newsletters (such as the Bank Loan Report, which is included in Nexis) that track bank lending to large companies. Bondholder information is harder to come by than institutional shareholder data. The Vickers Securities file on Lexis-Nexis (see above) has a limited amount of data on bond holdings by various types of institutions. The one group of institutional investors that have to disclose detailed bond holdings are insurance companies. This information appears in the Annual Statements that carriers have to file with state insurance departments. These can be obtained from the departments themselves or from the National Association of Insurance Commissioners. UCC Filings Another source of information on creditors, especially for smaller companies, are Uniform Commercial Code filings (UCCs). These are public lien documents that have to be filed when property is used as collateral on a loan. The UCCs indicate the names of the secured party (the lender) and the debtor (the borrower). UCC filings can be used when a company borrows from a bank or when it purchases equipment on credit. UCC documents can usually be obtained from the same state office that is responsible for corporation filings (see above). They are also available on some official state websites or they can be purchased through services such as KnowX. The liens databases on Lexis-Nexis or Westlaw allows you to search the UCC databases of nearly all states at once.
Companies are usually quite resistant to disclosing the names of their largest customers or suppliers. Publicly traded corporations have to reveal this information in their 10-K filing only if the company is heavily dependent on a small number of customers or suppliers, since that is a significant risk factor that investors need to know about. However, smaller companies may list the larger firms they do business with in order to impress investors. For this reason, useful information about your target company’s customer or suppliers may not come from the company’s own SEC filings but rather from those of other public companies it deals with. You would find this out by doing a full-text search of the entire EDGAR database (see above) for references to your target company. One of the best search engines for doing this is the one on the Morningstar Document Research (formerly 10-K Wizard) website. Another approach is to take advantage of the fact that many companies will brag about their dealings with large companies on their websites and will often provide links to their major customers’ sites. Several of the major web search engines allow you to search for links to a particular site, so you can enter your target company’s domain names and see what links turn up. If you want to know which companies supply a particular product, the best source is the Thomas Register, a guide to products manufactured in North America. The multi-volume work can be found in larger reference libraries or in limited form on the web. Government Contracts Among a company’s customers, perhaps the more significant are government agencies, since a corporate campaign can demand that an anti-union or socially irresponsible firm not enjoy the privilege of doing business with the public sector. States are beginning to put contract information online through the websites of procurement agencies. For a set of links to such sites, see here. Otherwise, you can contact the relevant agency directly (and may be asked to file a freedom of information request). A subscription website called Onvia provides data on state and local government procurement opportunities. Information on federal contracts has traditionally been available through the Federal Procurement Data System, which is produced under the auspices of the General Services Administration. You can also look for references to federal contract awards in the Commerce Business Daily, which is searchable online. A more comprehensive and accessible online source of contract information was introduced by OMB Watch in October 2006. The site, Fedspending.org, provides details of individual awards as well as annual summaries of the activities of particular contractors, with the results grouped by parent company. It also has data on federal grants and loans to businesses as well as individuals. Subsequently, the federal government created its own site patterned on Fedspenging: USASpending.gov. Brand Names, Trademarks & Advertising Public companies usually mention their leading brands in the portion of the 10-K that describes the firm’s operations. For a comprehensive list of brand names and the companies that own them, consult reference works such as Brands and Their Companies which is published in print form by the Gale Group and is available electronically on the Dialog database service. Information on company trademarks (as well as patents) can be found at the website of the U.S. Patent and Trademark Office. The leading reference works on advertising, known informally as the Red Books, are the Standard Directory of Advertisers and the Standard Directory of Advertising Agencies, both published by National Register Publishing. You can purchase online access to the books. For a list of the leading national advertisers, see Ad Age’s annual compilation (click on Data Center).
For information on
which companies are sponsoring which events, see
Sponsorship.com. Market Shares The Gale Group publishes an annual volume called Market Share Reporter that collects data from trade journals and other sources on the rankings of the top companies in a large number of business sectors. It is available electronically in the Market Library of Lexis-Nexis.
Trade shows are
events at which companies display their wares to
customers and potential customers. They are thus
useful for gathering intelligence about a
company’s marketing plans. Some corporate
campaigners also find them useful opportunities
to put public pressure on a company. To learn
about upcoming trade shows at which your target
company may exhibit, try
TSNN or
ExhibitorNet. The leading source of data on international shipment of goods is an expensive service called PIERS (Port Import/Export Reporting Services), which is available online directly from the company or via Lexis-Nexis. A new service called Panjiva provides profiles of global suppliers, including data on their shipments.
III. ANALYZING A COMPANY’S SOCIAL RESPONSIBILITY RECORD Companies also have relationships with their employees and with the communities in which they do business. The way they conduct these relationships is known as the company’s social responsibility record. All too many companies behave in an irresponsible manner—breaking the law, violating regulations, mistreating workers, despoiling the environment and manipulating public policy through lobbying and campaign contributions. Investigating these issues is an essential part of any thorough corporate research project. A. SOCIAL RESPONSIBILITY PROFILES AND RATINGS; DISSIDENT WEBSITES The corporate accountability movement has grown in size and sophistication over the past two decades. One of the outcomes of this is that various organizations provide useful profiles of the social responsibility record of large companies. Among these are the following:
For current news about corporate misdeeds, one of the best (but expensive) sources is the weekly Corporate Crime Reporter. Also see the less frequently published but still valuable Multinational Monitor, which has a free online archive. Another source of information on the business practices of companies, including very small ones, is the Better Business Bureau, which has been collecting consumer complaints since 1912. The Bureau has a website that contains a search engine through which you can research the reputation of business establishments (at least as measured by the number of customer complaints) throughout the country. Dissident websites Another source of critical (though not always accurate) information on companies are websites that have been created by people who have a grievance against the firm, who disagree with its policies, or who just don’t like it. See, for example, I Hate Starbucks. It has also become common for unions or environmental groups that are engaged in a corporate campaign against a company to create such a site. Use a general search engine such as Google to find such sites on your target company.
Investigating a company’s involvement in litigation is useful for two reasons. First, it says something about a firm’s way of operating if it frequently ends up as a defendant in lawsuits over matters such as race and sex discrimination, defective products and antitrust violations – not to mention outright fraud. Second, in the course of legal proceedings, companies will often be required to divulge information that might otherwise never make it into the public domain. The latter is also true in court proceedings—especially divorces--involving a top executive or owner of your target company. The place to begin, if you are dealing with a public company, is the 10-K filing (see above), which contains a section called Legal Proceedings. Companies are supposed to use this section to describe any legal matters that could have a material impact on the firm’s finances. Some companies choose to interpret this narrowly and say little or nothing about litigation; other firms may provide a long narrative of legal issues. The 10-K is just a starting point, so you need how to do an independent litigation search. There are four main types of court information that you can access: Dockets These are lists of pending and recently closed cases that contain basic information about the nature of the case, the parties involved and a chronology of events (motions, rulings, etc.) in the case. Until a few years ago, the only way to search dockets was to go to the courthouse where the case was filed. Today nearly all federal courts and a growing number of state courts have put their dockets online. The dockets of federal district, appellate and bankruptcy courts can be accessed through a fee-based system called PACER (Public Access to Court Electronic Records), which is run by the Administrative Office of the U.S. Courts. In order to use the system you must open an account and pay a modest fee based on usage. In addition to providing access to individual courts, PACER provides access to the U.S. Party/Case Index, which allows you to search most, but not all federal court dockets at once for cases in which a specific company or individual is a party. Courtlink, a commercial service owned by Lexis-Nexis, provides a more convenient and speedier system for accessing PACER information, though at a substantially higher price. Westlaw also provides access to PACER docket information. The U.S. Tax Court, which hears cases brought by companies and individuals challenging IRS notices of deficiency, puts its docket online. Tax Court cases are important to check, because they may require a company to put its tax return into the public record. State courts have been somewhat slower in putting their dockets online, but they are starting to catch up. For a list of which courts are available electronically, check LLRX.com. Courtlink also provides access to some state court dockets. If you do a large amount of docket checking, you may want to subscribe to a pay website called Courtport (formerly Legal Dockets Online), which provides a comprehensive set of links to PACER and state court sites. On the other hand, if you have a tight budget and prefer free access, the website Justia provides name searches of federal dockets going back to 2004. Court filings Once your docket search has turned up an interesting case, the way to find out more about the matter is to look at the actual documents that have been filed by the parties. These would include things such as the original complaint (in a civil matter) or indictment (in a criminal matter), briefs, motions, depositions and transcripts of court proceedings. In the past , these documents were available only in hard-copy form at the clerk’s office of the court in which the case was filed. The federal courts, however, have been developing an extension of PACER that allows subscribers to view images of court filings on their home or office computer. The list of links to court sites on the PACER Service Center site indicates which ones are posting document images. Verdicts, Judgments and Liens There are a variety of reporting services around the country that collect information about significant verdicts in civil cases. There are also some that collect nationwide data. For example, there is a pay site called VerdictSearch. A number of services are collected in the Verdicts Library on Lexis-Nexis and on Westlaw. Financial judgments in civil matters become a matter of public record as do liens on property and federal and state tax liens. You can search these records at the county courthouse in the jurisdiction where the action occurred. If you want to do a wider search, use services such as KnowX, the Liens Library on Lexis-Nexis or Westlaw. Written opinions Lawyers and legal researchers review written opinions via expensive services such as Lexis-Nexis or Westlaw. Both allow you to search for cases in which a particular company was a party and to display the full text of the opinions. At the federal level, more and more courts are putting their opinions on the web. See the websites of individual courts; for a list of links, see the Federal Judiciary site or Courtport (see above). Legal representation To find out which law firms are used by the 250 largest companies in the United States, see the annual list called Who Defends Corporate America, which is published by the National Law Journal. The list can be found online (click on Surveys and Rankings). Determining which law firms list a particular company as a client can also be done by searching the electronic version of the Martindale-Hubbell directory on Lexis-Nexis.
The Securities and Exchange Commission The SEC, which regulates publicly traded companies as well as entities and individuals involved in the securities industry, has been much in the news because of controversy over its failure to prevent or even detect the spate of corporate financial scandals in recent years. The SEC does, however, engage in enforcement. The agency’s website contains an archive of Litigation Releases dating back to September 1995; Lexis-Nexis has an archive that goes back decades. The SEC site also has information about administrative proceedings of its Division on Enforcement. Also check out the Securities Class Action Clearinghouse for information on fraud lawsuits brought on behalf of investors against public companies.
The FTC enforces a variety of consumer protection laws and shares enforcement of the antitrust laws with the Department of Justice. The Commission’s website contains an archive of actions it has taken since 1996. The Trade Library on Lexis-Nexis has an archive of consent decrees that companies have signed with the FTC since 1980. It also has an archive of Justice Department final judgments during that same period.
The Consumer Product Safety Commission has an archive of product recalls and other commission actions. The Food and Drug Administration has an archive of safety alerts and product recalls. The National Highway Traffic Safety Administration has an archive of motor vehicle recalls. There is also a federal site called Recalls.gov that has data from various agencies in one place. For more on product safety, see the website of the non-profit Underwriters Laboratories, which includes a database of which products it has certified.
The GSA, which oversees federal purchasing, maintains a list of those individuals and companies that have been barred from doing business with the federal government for violations of various kinds; it is called the Excluded Parties List System. See also the Federal Contractor Misconduct Database, which is assembled by the Project On Government Oversight. See below for information relating to the Environmental Protection Agency, the Federal Election Commission and the Occupational Safety and Health Administration.
Public company 10-K filings (see above) contain a section indicating the number of employees and (sometimes) the portion of the workforce covered by collective bargaining agreements. Companies that deal with unions to a significant extent may also name the unions, indicate how many employees are members and give a description of the general state of labor relations. In almost all cases, the company will say that those relations are good. On the other hand, there is substantial evidence that this country’s low level of unionization is in large part a result of anti-union animus on the part of many employers. A key way to document a company’s labor relations record is to look at the unfair labor practice (ULP) charges that have been filed against it by unions or individual workers. The website of the National Labor Relations Board has an archive of the agency’s written decisions going back to the 1930s. To do a comprehensive search of ULPs that may have been filed against a company, as well as other aspects of a firm’s labor practices, the best source was the Labor Database CD-ROM compiled by the Food and Allied Service Trades Department of the AFL-CIO. Among its contents were:
Unfortunately, FAST no longer exists, and no other organization has stepped in to make those databases readily available. Bits and pieces of the data are available from various sources. For example, the U.S. Department of Labor's Office of Labor-Management Standards has an online archive of collective bargaining agreements covering 1,000 or more workers. Click here to see an index by employer name. The AFL-CIO has an internal database that contains more extensive data showing which companies have relationships with which unions. Requests to access the database must usually come through an international union. The AFL-CIO’s Union Label and Service Trades Department has provides a public directory of union-made products and services. That site also has the current version of the AFL-CIO boycott list. Information on union-busting companies can be found on the website of the organization American Rights at Work, especially the section called Anti-Union Network. The group also issues an annual list of union-friendly employers. Decisions of U.S. Department of Labor Administrative Law Judges on cases involving matters such as black lung claims, ERISA disputes and whistleblower cases can be found here. DOL also has a disclosure page with information on foreign labor certifications (including pay levels) given to companies that claim they have to import foreign workers to the United States to perform certain jobs. FreeErisa has information on employee benefits derived from U.S. Department of Labor Form 5500 filings by benefit plans. One way to find EEOC cases is to search by company name in the archive of press releases on the Commission's website; it goes back to 1994. A website called Glassdoor has company-specific salary information posted anonymously by employees. The best news sources on U.S. labor relations are publications of the Bureau of National Affairs: the Daily Labor Report and Labor Relations Week. If you subscribe to these expensive publications online, you can search for past articles that mention your target company. The BNA newsletters are also available on Lexis-Nexis and Westlaw. Also see the online archive of the rank-and-file-oriented newsletter Labor Notes. International labor relations A good source of information on U.S.-based transnationals and other large corporations are the websites of the international union federations that bring together unions from various countries. The Global Unions website is a handy starting point for exploring these organizations and their resources. Foreign sweatshops In recent years, more and more information has come to light about the dismal working conditions of third world factories that supply multinational corporations. Here are some sources for information about sweatshops:
Health and safety conditions on the job have been a matter of public controversy since the beginning of the Industrial Revolution. For the past three decades in the United States, those conditions have been regulated by a federal agency, the Labor Department’s Occupational Safety and Health Administration. To carry out its mandate, OSHA is supposed to conduct periodic inspections of workplaces and cite employers for any violations that are found. The OSHA website has a database that contains the results of every inspection the agency has carried out since 1972. The Mine Safety and Health Administration’s Data Retrieval System contains accident and violation histories for specific mines as well as inspection dust sampling data.
One of the ways in which many companies fail to act in a socially responsible manner is by violating environmental regulations, which all too many corporate executives regard as an annoyance rather than a means of protecting public health. Environmental regulation in the United States is conducted both at the federal level – through the Environmental Protection Agency (EPA) – and at the state level. The EPA website is a source of a great deal of data on environmental matters. Start at the Envirofacts page, which allows you to search a variety of EPA databases at once for data on a particular geographic location. If you enter the zip code of a facility of your target company, Envirofacts will give you information such as the following:
Envirofacts also has a feature that maps much of this information. Environmental Defense has a valuable site that combines data from the Envirofacts databases and other sources to give a comprehensive profile of the environmental condition of a given location. You can also access the EPA data through the Right-to-Know Network website. In 2002 the EPA made a major advance in disclosure with the launch of a pilot website containing enforcement data on some 800,000 regulated facilities nationwide. The service, called Enforcement and Compliance History Online (ECHO), contains information relating to Clean Air Act stationary sources, Clean Water Act facilities with direct discharge permits (under the National Pollutant Discharge Elimination System), and generators/handlers of hazardous waste regulated under the Resource Conservation and Recovery Act. It also provides information on state enforcement data. For links to environmental groups working in various areas, see the Environmental Organization Web Directory.
Corporations are barred from making direct contributions to federal candidates, but they do find other ways to greatly influence the political process. These include individual contributions by company executives, contributions through company Political Action Committees (PACs) and company contributions to political parties. The latter, known as soft money contributions, have been outlawed by federal campaign reform legislation (though it appears companies are finding ways around the restrictions). These various kinds of contributions are part of the public record and are disclosed via reports issued by the Federal Election Commission. The FEC website has a database with lists of contributions and files with images of the original documents. Several organizations have taken the FEC data and created websites with extensive analysis and better searching capabilities. Among the best of these is the Open Secrets site of the Center for Responsive Politics. It contains, for example, excellent analyses of contribution patterns by industries and interest groups. CQ MoneyLine has more extensive historical data, but you have to pay a subscription fee to access all of its features. State contribution data was slower to come on line, but the Institute on Money in State Politics has done a heroic job in gathering the information and putting it in a uniform searchable format on its Follow the Money site, which allows for searches by contributor or recipient in specific states or across the entire country. For some states the information starts as early as 1990. Note that some states allow direct campaign contributions by corporations. For access to the personal financial disclosure forms filed by members of Congress and top federal officials, see the Open Secrets site. Lobbying and Revolving Door Federal lobbyists have to submit semi-annual reports to the Secretary of the Senate and the Clerk of the House identifying their clients and the amount of income they receive. Companies have to report their overall lobbying expenditures and the names of any lobbyists employed as part of an in-house lobbying effort. The Senate has put its filings online in a database that allows you to search by the name of the client. A good compilation of available data can be found on the Lobbying Database created by the Center for Responsive Politics. For lists of which lobbyists represent a given company, you can also consult the print volumes Washington Representatives (which is published by Columbia Books) or a subscription website called Lobbyists.info. Another source is the Government Affairs Yellow Book, which is published by Leadership Directories and is also available along with other directories on a CD-ROM or a subscription website. State websites contain a list of the lobbyists registered in the legislature. For links to those site, see here. Many lobbyists are former elected officials and their aides. For a database of individuals who have passed through the revolving door, see the Open Secrets website.
Public relations is essentially a process of lobbying the public, either directly or through the media. Large companies spend large amounts of money to build their image. Think, for example, of the ad campaigns that the likes of tobacco maker Philip Morris and Wal-Mart have conducted to publicize corporate disaster relief efforts. Companies use both in-house personnel and outside public relations agencies to carry out these initiatives. The National Directory of Corporate Public Affairs, published by Columbia Books, is the best collection of information on corporate flacks. See also O’Dwyers Directory of Public Relations Firms, published by J.R. O’Dwyer & Co., which also provides data online. To keep up with trends in corporate propaganda, see the website PR Watch, which has profiles of industry front groups on its SourceWatch page. For information on which companies are sponsoring which events, see Sponsorship.com. One of the more aggressive forms of p.r. is manipulation of scientific research. For information on industry ties to scientists and non-profits, see the Center for Science in the Public Interest database. Charitable contributions are one of the ways that companies do public relations. Sometimes companies set up their own foundations to conduct this activity. For larger companies, check the website to see if there is a report on philanthropic activities. The Corporate Giving Directory has data on direct contributions by companies. The Foundation Center, whose website is the best online source of information on corporate and other foundations, publishes the National Directory of Corporate Giving. A newer resource is NOZA, a database that assembles details of charitable contributions by individuals as well as companies. Private foundations, like other non-profits, must file a Form 990 with the Internal Revenue Service (the private foundation version is called the 990-PF). These documents, which are public records, contain a great deal of information about the finances of the foundation and usually contain a list of the organizations that have received grants. Scanned images of 990s can be accessed on the web at Guidestar or the Foundation Center's 990 Finder site. Some states also regulate charities and may have reporting requirements in addition to the 990. For a list of links to such states, see the Portico site.
Excessive pay for top corporate executives is a perennial problem in corporate America. Finding out how much CEOs and other top dogs in publicly traded companies earn is not difficult. The information – including stock option data – is spelled out down to the dollar in the company’s proxy statement (Form DEF 14A), which can be obtained online through the EDGAR system (see above). For faster access to summary compensation information on a company, there are subscription services such as eComp. Useful free data can be found on the the AFL-CIO’s Executive Paywatch site. For more on the issue of CEO pay, see the website of United for a Fair Economy.
Over the past few decades, corporate executives have come to expect that government will subsidize their operations in one way or another. The federal tax code and the tax policies of the states provide a myriad of subsidies for particular types of companies or business in general. Yet there are also programs that provide individual companies with special tax abatements/exemptions or direct grants, loans or loan guarantees. These benefits, often called corporate welfare, are usually justified in the name of economic growth or development. At the federal level, there are several programs that promote U.S. exports or foreign investment by U.S. companies:
Cities and states offer subsidies to companies to induce them to move their headquarters or locate a factory or other facility in a given jurisdiction. There is no central database of these handouts; in fact, only a limited number of states have laws requiring that economic development subsidies be disclosed. For a list of state subsidy disclosure websites, see the Good Jobs First compilation here. One area in which more widespread disclosure exists is in connection with Industrial Development Bonds (also known as Industrial Revenue Bonds). State and local governments issue these IDBs on behalf of manufacturing companies to help finance new factories or other facilities. The company is responsible for payments to bondholders, but the interest on IDBs is exempt from federal (and often state) income tax. For this reason, the bonds can offer significantly lower interest rates than regular corporate bonds, which makes the bonds an appealing source of low-cost financing. When IDBs are offered to the public, the company has to prepare a prospectus known as an Official Statement. The OS will contain information about the planned facility and the company itself, which may include financial data about privately held as well as public companies. Because private companies generally do not want to reveal much about their finances, they will often take advantage of a loophole in the law that allows IDB issuers that have a bank letter of credit to forgo financial disclosure. Getting access to Official Statements used to be available only through private document retrieval services, but the Municipal Securities Rulemaking Board has created a site called Electronic Municipal Market Access (or EMMA) that now contains current as well as archival Official Statements. For a variety of information on economic development subsidies and a research guide on the subject, see the website of Good Jobs First. |
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Updated October 30, 2009