Stop Digging and Let FactSet® Reports Bring the Treasure to the Surface
By Liz Peoples
(Editor’s Note: For more detailed information on FactSet products available through lexis.com, check your October 2007 issue of LexisNexis Information Professional Update.)
As a librarian in the financial services sector, I enjoyed searching through SEC documents for obscure provisions. In fact, I’ve always looked at navigating through financial documents as somewhat of a treasure hunt: Find that elusive document that might have been mentioned as an exhibit to an exhibit that might be in several documents. You start out with an exhibit index filed with a 10K or Registration Statement and then track the many references to a particular agreement, bylaw or additional information mentioned (in an 8K, 10K, 10Q or Proxy Statement). And, of course, you have to make sure that you’re viewing the most current document.
While I enjoyed the challenge, such research was time-consuming. Many times such requests—for an amendment or stock purchase agreement, for example—were time sensitive. A deal might hinge on me delivering a specific document or information set. That’s a lot of pressure.
So I was excited to get access to FactSet® data, available in the lexis.com M&A Practice Center. FactSet3 hones in on the treasure for you, compiling and standardizing fundamental financial data on tens of thousands of companies worldwide. You can search quickly using standard fields and language instead of sifting through hundreds of filings.
For example, providing a profile of a company’s takeover defenses can be invaluable to your firm’s M&A practice group. They can quickly determine if a client is at risk from a proposed takeover, and they can assess how difficult it would be for the client as a targeted company to be purchased in a hostile takeover situation. Or your attorneys may need to proactively approach clients or potential clients at risk and help them make changes to their takeover defenses.
With FactSet SharkRepellant™ reports, this data is extracted from corporate documents for quick, accurate retrieval. You can use SharkRepellent reports to pinpoint:
- a company’s defense provisions
- companies that have seen more than a 50 percent decline in stock price and have weak takeover defenses, that is, have a low SharkRepellent Bullet Proof Rating
- companies incorporated in Delaware that have opted out of state takeover law
- how recent IPOs have structured board and voting terms
- which opt-out provisions are in place
You can even generate alerts for poison-pill activity, including new adoptions and amendments, for a given time period.
In addition to understanding an individual company’s takeover defense provisions, details on previous mergers and acquisitions are also helpful. Get this information with FactSet MergerMetrics™ reports. With MergerMetrics reports, identify transaction details, post-merger details, targeted company and deal-protection details as well as merger agreement provisions. Some of the deal provision detail which is included in these reports include:
- force-the-vote provisions
- fiduciary termination rights
- fiduciary outs
- market check solicitation (Go Shop) provisions
- voting agreements or stock option agreements
- collars
- walkway provisions
- transactions involving controlling shareholders
Having this type of data and detail available is a tremendous advantage to the deal/due diligence-related research that is required in the mergers and acquisitions groups of your corporate practices. Find MergerMetrics and SharkRepellent reports through the lexis.com M&A Practice Center. At your lexis.com menu, select the RESEARCH TASKS tab and choose the M&A Practice Center. Click the Structure the Deal task. Both resources are listed at the lower right of the screen.
3Not available to law school subscribers and may not be available to all government subscribers.
