M&A – A Background Check Dana Neacsu, edn13@columbia.edu

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<p>Reinventing Supply Chains The Objective</p> <p>M&amp;A A Background CheckDana Neacsu,edn13@columbia.eduCorporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014Verizon AOL Merger</p> <p>Shall Verizon pay $4.4 billion for AOL?</p> <p>Where do you start your research?</p> <p>Plan:DatabasesType of documents you need to accessCorporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014</p> <p> M&amp;A Offering DocumentsBefore an M&amp;A takes places, Seller &amp; Buyer spend many hours on due diligence research.The next 40 minutes are about the Prelude of a well organized M&amp;A deal, when the targets are being identified and evaluated.For a step-by-step approach, also consider LexisAdvance M&amp;ACorporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014</p> <p>Plan your research:what do you know about that company?Start with a company overview &amp; then move on to finding more in-depth informationLets find information on Time Warner Cable Company from bloomberglaw.comandBusiness Insights (IE browser)</p> <p>HYPO: Should Google acquire Yelp?How strong has Yelps performance been this year?What information would you seek?Why?Consider using WestlawNexts All M&amp;A TransactionsHYPO: Is Uber purchasing Nokia?Consider using GoogleCorporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014List of documents</p> <p>Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014</p> <p>It goes without saying that any M&amp;A background search starts with charters and bylaws. SEC Filings. Accessing the Corporate CharterBegin by clicking on Search EDGAR for Company Filings. On the next page, insert the company name or its stock-trading symbol. </p> <p>Lets look at the charter of Goldman Sachs, the investment bank. On the next page, type Goldmans symbol, GS, in the second box.Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014</p> <p>Once youve brought up Goldmans recent SEC filings, lets find their annual report, which under SEC rules is called a 10-K.Accessing the Corporate Charter (Continued)First, in the Filing Type box, insert 10, and hit enter.</p> <p>Then, once the search results are produced, you can pull up Goldmans most recent annual report by clicking on the Documents button next to the 10-K result.</p> <p>Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014</p> <p>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 Goldmans last annual report.Accessing the Corporate Charter (Continued)This first link will bring up Goldmans last annual report.</p> <p>Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014Next, scroll down to the bottom of the annual report. On page 241, youll see a list of exhibits that Goldman has filed with the SEC since it went public over a decade ago.Accessing the Corporate Charter (Continued)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.</p> <p>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).</p> <p>Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014This page, which should look familiar, tells us where to find the 10-Q were looking for. Click on that document.Accessing the Corporate Charter (Continued)</p> <p>This last Form 10-Q contains the treasure that we seek.Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014Now we want to view Exhibit 3.1 to this document. Click the htm link to read it.Accessing the Corporate Charter (Continued)</p> <p>Remember, its Exhibit 3.1 that we want. Click on this link to see it.Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014Every public companys charter is filed with the SEC; Ergo, you can access any public companys charter by following these steps.Accessing the Corporate Charter (Concluded)Now, lets try to find the following charters (by-laws)Bank of AmericaComcastLets usehttp://www.sec.gov/and a google search</p> <p>Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014Westlaw Has Edgar Filings Lets find the Charter of Bank of America from Westlaw</p> <p>Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014Remember to always learn the limits of your searchesSo you avoid being surprised when you do not find anything. The Limits of Edgar Filings! Beyond Edgar Hoovers!</p> <p>Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014Type the name of the company in the go barThen click enter and read the information on the page (including litigation history </p> <p>Litigation Background and SearchesBloomberglaw.com and the Go BARCorporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014</p> <p>It is a state by state searchWhich can be done easily through Google</p> <p>UCC Lien Searches Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014</p> <p>Good Standing CertificatesGoogle searches:</p> <p>Free of charge informationSome states sites are more user friendly than othersWhat is the state of incorporation?Do a google search</p> <p>Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014Do 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.</p> <p>Are there any agency reports? Agency investigations?Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014We covered here the prelude of a well-structured M&amp;A deal </p> <p>Now you are all set to start considering the deal. The next step also involves a research process with its own research steps!</p> <p>Questions? </p> <p>Corporations Part II: The Corporate Form and Corporate FinancePage #Fall 2014</p>