Legal.online, June 2000
Copyright 2000, Robert J. Ambrogi
 
Best Sites For Securities Lawyers

By Robert J. Ambrogi

It started six years ago as a novel experiment, but its success helped pave the way for government information on the Internet.

In 1994, the non-profit Internet Multicasting Service began offering the Securities and Exchange Commissionís EDGAR database of corporate filings free via the Internet. A year later, as its funding was about to expire, IMS urged the SEC to continue where it would leave off.

At first, the SEC hedged, but in August 1995, it announced it would take on the task of providing free Internet access to EDGAR. Half a decade later, securities lawyers can find a wealth of useful information free on the Internet.

The most important site for securities lawyers remains that of the Securities and Exchange Commission, www.sec.gov. It is the Internet home of EDGAR, the SEC's Electronic Data Gathering, Analysis and Retrieval system, by which companies file annual reports and other disclosure documents. Updated daily, the database allows you to retrieve any document filed electronically with the SEC since Jan. 1, 1994. EDGAR archives can be searched for any information that might appear in a documentís header. You can also search by ticker symbol. The site also houses current SEC rule making, SEC enforcement actions, and press releases and speeches.

To search EDGAR in depth, steer clear of the SEC's second-rate search tools and instead try 10k Wizard, www.10kwizard.com. This totally free, better-than-EDGAR site combines real-time access with full-text searching to create a superior EDGAR interface. Search for companies not only by symbol, as at the SEC site, but also by partial company name. You can search all filings in full text, allowing you to scan EDGAR for words, phrases and names. Users can develop and store their own portfolios of searches that monitor new SEC filings as they are received and notify the user by e-mail when a filing meets the search criteria.

Another top-notch destination for EDGAR research is EDGAR Online, www.edgar-online.com, although it suffers from a confusing case of multiple personality disorder. The cause appears to be a classic dot-com syndrome: too many acquisitions and too little consolidation. You see, EDGAR Online, a subscription-based service, purchased Free Edgar, www.freeedgar.com, a free service, and then added IPO Express, www.edgar-online.com/ipoexpress, a related but still-different service. If you go to EDGAR Online, you find no mention of Free Edgar. But go to Free Edgar, and you find yourself frequently directed back into EDGAR Online. A visitor can become exhausted trying to sort through the differences between the sites.

The differences, it seems, are in the enhancements. Both EDGAR Online and Free EDGAR recently added real-time, full-text, keyword and concept searching of the EDGAR database, putting them on a par with 10k Wizard. At EDGAR Online, you must register before you can view your free search results, while Free EDGAR lets you search without registering. Both services also offer a personalized, e-mail alert called Watchlist. At Free EDGAR, the alert service is free; at EDGAR Online, it is not. The difference between the free and pay Watchlists appears to be in the level of customization the latter allows. While Free EDGAR lets you track a company, EDGAR Online allows you to define more specific criteria to track.

EDGAR Online differs from its free cousin in these other extras:

  • Word processing capabilities that allow you to import data from any SEC document into Word or WordPerfect format.
  • A hard-copy option, providing printed, bound copies of any EDGAR filing, delivered to your office overnight.
  • IPO Express, delivering e-mail notification of new public offerings.
  • EDGAR Online People, for researching corporate directors and executives. Type in a name and obtain the person's salary, stock options, insider trading and other information.
Beyond EDGAR

There's more to securities law than EDGAR, of course. For an overview of all that the field entails, a comprehensive and well-constructed destination is the Securities Law Homepage, www.seclaw.com. Mark J. Astarita, a lawyer in New York, provides an extensive introduction to securities law, federal and state, as well as other information such as important court decisions and pending regulations. Beyond resources for lawyers, the site features information centers for brokers and investors and a third focused on securities arbitration.

A site that explores on the relationship between securities regulation and the Internet is CyberSecuritiesLaw, www.cybersecuritieslaw.com, edited by Blake A. Bell, a lawyer with New York's Simpson Thacher & Bartlett. With a focus on current developments in the field, the site features the CyberSecuritiesLaw Tribune, a newsletter providing brief items about the field; the CyberSecuritiesLaw Case Digest; and the CyberSecuritiesLaw Legislative Alert.

On a recent visit, the Tribune was up-to-date, but neither the case digest nor the legislative alert had seen updates in more than six months. Besides news, Bell has assembled a useful collection of links covering both general and Internet-specific securities law, as well as a useful bibliography. Rounding off the site are summaries of various documents and releases from the SEC, the National Association of Securities Dealers and the New York Stock Exchange.

EnforceNet.com, www.enforcenet.com, also is devoted to securities regulation and the Internet, but puts its emphasis on collecting and organizing links to news, resources and commentary elsewhere on the Web. It is maintained by Bruce T. Carton, an attorney in the Reston, Va., office of Piper Marbury Rudnick & Wolfe and former senior counsel in the SEC's enforcement division. The site's collection of links to general resources is useful, but its best feature is its links to news items. Carton culls the links from message boards, newspapers, press releases and other sources to create a timely and informative resource.

A simple but useful resource is the Center for Corporate Law, www.law.uc.edu/CCL. Designed to be a repository of electronic data for corporate and securities lawyers, the site features The Securities Lawyer's Deskbook, containing the full text of essential federal securities laws, regulations and forms. It includes the Securities Act of 1933 and associated rules and forms, the Securities Exchange Act of 1934 and associated rules, the Investment Company Act of 1940, and Regulations S-K, S-B, S-T and S-X. The University of Cincinnati College of Law sponsors the site.

For the practitioner, a wealth of useful information can be mined from NASD Regulation, www.nasdr.com. The NASDís well-designed Web site provides a general overview of securities regulation as well as detailed information on practice and procedure. Among its features: reports of all enforcement actions it has taken since 1996; descriptions of arbitration and mediation procedures, including the NASDís arbitration code; and a guide to investor protection.

Finally, a site that mixes innovation and information is the Securities Class Action Clearinghouse, securities.stanford.edu. Operated by Stanford Law School, it provides detailed and timely information about securities fraud litigation, for use by the legal community, investors and the media. The Clearinghouse publishes or links to the full text of more than 2,000 complaints, motions, judicial opinions, and other major class action filings and organizes them all under its own full-text search engine.

From the site, you can register to receive automatic notices of litigation developments by e-mail. In addition to its full text offerings, the site includes analyses of complaints summarizing their major allegations, docket sheets from the Northern District of California, settlement documents, and links to related information. This is an extremely useful site.

Robert J. Ambrogi is director of the American Lawyer Media News Service. He can be reached at rambrogi@amlaw.com.