MA A Background Check Dana Neacsu edn 13columbia

M&A – A Background Check Dana Neacsu, edn 13@columbia. edu

Verizon AOL Merger Shall Verizon pay $4. 4 billion for AOL? Where do you start your research? Plan: 1. Databases 2. Type of documents you need to access

M&A Offering Documents • Before an M&A takes places, Seller & Buyer spend many hours on due diligence research. • The next 40 minutes are about the “Prelude” of a well organized M&A deal, when the targets are being identified and evaluated. • For a step-by-step approach, also consider Lexis. Advance M&A

Plan your research: what do you know about that company? Start with a company overview & then move on to finding more indepth information Let’s find information on Time Warner Cable Company from • bloomberglaw. com and • Business Insights (IE –browser) • HYPO: Should Google acquire Yelp? • How strong has Yelp’s performance been this year? • What information would you seek? • Why? • Consider using Westlaw. Next’s All M&A Transactions • HYPO: Is Uber purchasing Nokia? • Consider using Google

List of documents

SEC Filings. Accessing the Corporate Charter It goes without saying that any M&A background search starts with charters and bylaws. Begin by clicking on “Search EDGAR for Company Filings. ” On the next page, insert the company name or its stock-trading symbol. Let’s look at the charter of Goldman Sachs, the investment bank. On the next page, type Goldman’s symbol, “GS, ” in the second box.

Accessing the Corporate Charter (Continued) Once you’ve brought up Goldman’s recent SEC filings, let’s find their annual report, which under SEC rules is called a “ 10 -K. ” First, in the “Filing Type” box, insert “ 10, ” and hit “enter. ” Then, once the search results are produced, you can pull up Goldman’s most recent annual report by clicking on the “Documents” button next to the “ 10 -K” result.

Accessing the Corporate Charter (Continued) This “Filing Detail” page includes the Form 10 -K as well as other exhibits Goldman has filed. Click on the first link to bring up Goldman’s last annual report. This first link will bring up Goldman’s last annual report.

Accessing the Corporate Charter (Continued) Next, scroll down to the bottom of the annual report. On page 241, you’ll see a list of exhibits that Goldman has filed with the SEC since it went public over a decade ago. This list tells us that Goldman filed its “Certificate of Incorporation, ” or charter, as an exhibit to a “ 10 -Q” filed on May 9, 2013. To find the charter, we just need to go back to the items included as exhibits to this filing (click “back” on your browser three times).

Accessing the Corporate Charter (Continued) This page, which should look familiar, tells us where to find the 10 -Q we’re looking for. Click on that document. This last “Form 10 Q” contains the treasure that we seek.

Accessing the Corporate Charter (Continued) Now we want to view Exhibit 3. 1 to this document. Click the “htm” link to read it. Remember, it’s Exhibit 3. 1 that we want. Click on this link to see it.

Accessing the Corporate Charter (Concluded) 1. 2. Every public company’s charter is filed with the SEC; Ergo, you can access any public company’s charter by following these steps. Now, let’s try to find the following charters (by-laws) 1. Bank of America 2. Comcast Let’s use http: //www. sec. gov/ and a google search

Westlaw Has Edgar Filings Let’s find the Charter of Bank of America from Westlaw

The Limits of Edgar Filings! Beyond Edgar Hoovers! Remember to always learn the limits of your searches So you avoid being surprised when you do not find anything.

Litigation Background and Searches Bloomberglaw. com and the Go BAR Type the name of the company in the “go bar” Then click enter and read the information on the page (including litigation history

UCC Lien Searches – It is a state by state search Which can be done easily through Google

Good Standing Certificates Google searches: Free of charge information Some states’ sites are more user friendly than others What is the state of incorporation? • Do a google search

investigations? Do you need to know everything? When you are AOL that may not be the most interesting piece of information but maybe your stakeholders need to know it.

We covered here the prelude of a well-structured M&A deal Now you are all set to start considering the deal. The next step also involves a research process with its own research steps! Questions?