Backgrounding People & Companies

Publicly held companies...

• Are traded on the exchanges.
• Are required to provide ongoing detailed information in filings made with the Securities & Exchange Commission.

Privately held companies...

• Are owned by a closed group.
• Are not required to release information and can be more challenging to research.
• Can range from small businesses to large well-known companies (Hallmark Cards and Mars Candy, for example).
• Can mask their real owners behind an Limited Liability Company (LLC). 

Look through the company's website, read the annual report and press releases.

Public companies are required to file financial documents with the US Security and Exchange Commission (SEC).

SEC 10-K Reports - what to look for:

• Always look at the business description
• Risk factors, like climate change
• Legal proceedings
• Management discussion and analysis of financial operations
• Selected financial data - five-year comparison
• Disagreements with accountants on disclosure
• Executive compensation

More to Look for From Dirt Digger’s Digest

• a detailed description of the company’s operations
• a summary of the firm’s competitive and regulatory climate
• a description of the company’s facilities
• basic data on the company’s workforce, which may include information on the extent to which the workers are unionized and which unions represent them
• an account of environmental issues relating to the company’s operations
• a list of the company’s subsidiaries (in a separate appendix)

Looking for bad news in SEC filings? Here are some tips. (thanks to Newman Library at Baruch College for these instructions)


    * Note if the company has filed an amended statement, a 10-K/A or a 10-Q/A.

    * Read the footnotes carefully.

    * Read Item 3 - Legal Proceedings and Item 13 - Related Party Transactions in the 10-K.

    * Check if the auditor has filed a "qualified opinion" or a "going concern" opinion.

    * Investigate the background of items reported in 8-K reports.

    * Do a text search of all the company's filings using words like legal, litigate, regulate, default, etc.


Identify Threats with the 10-K (thanks to Newman Library at Baruch College for these instructions)


• In the company's 10-K report (annual report to the SEC), the company itself identifies risks in the external environment.  Risks are discussed in two parts of the 10-K
  • Item 1 - Business

  • Item 7 - MD&A - Management Discussion and Analysis of Financial Condition

Other Common SEC Public Company Filings  [Sources: AAII, Michelle Leder of footnoted.com, and Morningstar]

10-Q: A quarterly report that discusses the company’s business and financial performance. Amended filings are designated as 10-Q/A.

• Be on the hunt for any new disclosures
• Risk factors, legal proceedings
• Don’t forget the exhibits!

20-F: Foreign companies file these annual reports. The report discusses the company’s business and annual financial performance. Amended filings are designated as 20-F/A.

8-K: A “current report” that announces major events that shareholders should know about.

• Required for any material event
• Not just earnings releases, slide shows and conference calls

6-K: Similar to the 8-K, but filed by foreign companies, this is a “current report” that announces major events that shareholders should know about.

DEF 14A: The definitive proxy statement, this contains material information about matters subject to a shareholder vote.

• proxy statement gives us a lot of good information on executive compensation. It also gives a lot of good information on director compensation and on related-party transactions. 

S-1: A general form of registration. This is commonly filed by companies looking to complete an initial public offering. The form can be amended several times; those changes are filed under S-1/A.

SC 13G: A notice of a change in beneficial ownership, meaning the acquisition of 5% or more of outstanding stock by passive investors and certain institutions.

13F-HR: A quarterly report filed by institutional money managers that discloses their large holdings.

Search Tips (you can copy and paste these targeted searches into Factiva search and change the words)

• Search using the company name in headline lead paragraph in Factiva 
  • hlp=(boeing and safety)
• Search headline lead para + Boeing mentioned atleast 10x in the article 
  • hlp=(boeing* and safety) and atleast10 boeing

Look for cases and read civil court documents (the complaint, answer, exhibits, orders, judgments).

Use the Backgrounding People Guide to background the company executives.

Use the Guide Nonprofit Organizations - research sources for reporters to identify nonprofits associated with the company or executives.

Every state secretary of state has a company entity search database for (public or private) companies that are registered in that state.

J-school subscription databases

Search state licensing and disciplinary databases like NY State and FDA

Search Google for audit reports that evaluate the company, written by government agencies or watchdogs, here are examples searching the gov domain and the org domain. You can copy the search and change the company name:

audit report palantir site:gov

audit report palantir site.org

More Oversight and Regulation Databases

You can search for campaign contributions by employer name. 

Other Common SEC Public Company Filings  [Sources: AAII, Michelle Leder of footnoted.com, and Morningstar]

10-Q: A quarterly report that discusses the company’s business and financial performance. Amended filings are designated as 10-Q/A.

• Be on the hunt for any new disclosures
• Risk factors, legal proceedings
• Don’t forget the exhibits!

20-F: Foreign companies file these annual reports. The report discusses the company’s business and annual financial performance. Amended filings are designated as 20-F/A.

8-K: A “current report” that announces major events that shareholders should know about.

• Required for any material event
• Not just earnings releases, slide shows and conference calls

6-K: Similar to the 8-K, but filed by foreign companies, this is a “current report” that announces major events that shareholders should know about.

DEF 14A: The definitive proxy statement, this contains material information about matters subject to a shareholder vote.

• proxy statement gives us a lot of good information on executive compensation. It also gives a lot of good information on director compensation and on related-party transactions. 

S-1: A general form of registration. This is commonly filed by companies looking to complete an initial public offering. The form can be amended several times; those changes are filed under S-1/A.

SC 13G: A notice of a change in beneficial ownership, meaning the acquisition of 5% or more of outstanding stock by passive investors and certain institutions.

13F-HR: A quarterly report filed by institutional money managers that discloses their large holdings.