Securities Mosaic User Guide

Transcription

1 Securities Mosaic User Guide Searching, viewing, and extracting data on the Securities Mosaic website. About Knowledge Mosaic Knowledge Mosaic provides industry specific news services and online research platforms for legal professionals who work in highly regulated industries. Knowledge Mosaic websites Securities Mosaic, Energy Mosaic, and Communications Mosaic offer single points of access for practice-specific regulatory information, delivering an integrated, query-intensive platform for legal research and analysis. Visit to learn more. Copyright 2005 Knowledge Mosaic LLC. Knowledge Mosaic, Securities Mosaic, Communications Mosaic, and Energy Mosaic are service marks of Knowledge Mosaic LLC th Ave NE Suite 200 Seattle, WA toll-free Knowledge Mosaic LLC 1

2 The Basics About Your Subscription Your annual subscription covers all expenses associated with the use of the website, including the print, , and download utilities. For more information on license restrictions please see your subscription agreement or, click Legal at the bottom of any page of the website. Browser We recommend using Internet Explorer as your browser when using Securities Mosaic. Pop-ups If you experience difficulties when opening documents or clicking on links throughout the website, please check your internet security settings. There are a few instances in which clicking a link will open a new window; a popup blocker may prevent the window from opening. Logging In To login to Securities Mosaic go to If you have a personal login, click the Login or Personalized Access button in the upper left corner of the screen. If your organization has IP authentication, click the Instant Access button, allowing bypass of the login prompt. Training and Tech Support The Knowledge Mosaic staff offers free training, technical support, and research assistance. support@knowledgemosaic.com or call toll-free To speak to us directly, please call Monday through Friday 7:00am 6:00 p.m. PST. For assistance outside of business hours, our support is staffed evenings and weekends. Website Standards Website Navigation A gold navigation bar heads every page other than the homepage. Mousing over the different content area titles in the bar produces a menu, providing the ability to jump to any other page of the website. Data Details The comprehensive data on Securities Mosaic is derived from a variety of sources. The Data Details link in the upper right corner of most pages contains details such as data currency, origin of information, and other such pertinent information, specific to each page of the website. Help The Help link appears in the gold navigation bar on every page other than the homepage and is specific to the information on each page. It provides information on such topics as searching, storing, viewing, and printing documents. Sorting Results throughout the Website Many of the column headers appearing on the search results pages provide the option to sort. If a column header is underlined, clicking that header will sort the search results by that attribute. Control Key All scrollable menus throughout the website provide the option to choose multiple menu items by holding down the control key while clicking on the menu items. Knowledge Mosaic LLC 2

3 SEC Filings Tips Text Searching The text search box supports Boolean, Proximity, and Nested searching. For examples of each click the Help for text searches link underneath the text search box. Boolean <OR> between search terms expands your search by locating instances where either of the entered search terms appears. Example: equity <OR> security <AND> between search terms limits your search by locating instances where both of the entered search terms appear. Example: commissioner <AND> rulemaking <NOT> between search terms limits your search by locating instances where the first search term appears without the second search term. Example: violations <NOT> fraud Proximity <NEAR/*> defines proximity search parameters. This will find two search terms that are within *words of each other. Example: executive <near/10> compensation will locate all cases in which executive appears within 10 words of compensation. Nested Use parentheses to order Boolean operators within a single search; commands inside parentheses are executed first. Example: (equity <OR> security) <near/10> unit will return results of either equity within 10 words of unit, or security within 10 words of unit. Viewing Filings Once on the filings search results page, notice the HTML, Text, RTF, PDF, and Excel display type options to the right of each listed filing. Click the desired display type to open the filing instantly; right clicking any of the display type links provides the option to open the filing in a new window. This allows you to open multiple filings at one time. After opening the filing, there is a menu at upper right to change the display type to any of the formats. Open the filing in HTML to view the text search terms highlighted in red. When the filing is opened in HTML the upper left hand corner will display the buttons: These buttons navigate through the text search retrieving each word match. When the text search has taken you through all matches NO MORE HITS will appear to the right of the Last Result button. Exhibits Searching To search for text within a specific exhibit or section, enter the desired text string in the text box, along with any other search parameters desired. Next, select the desired exhibit or section from the search section/exhibits drop down menu. Viewing and Printing Filings Sections and Exhibits In addition to text and parameter searching within the sections and exhibits, Securities Mosaic also provides the ability to view and print individual filing sections and exhibits. To view and print individual exhibits and sections: Start on SEC Filings page, for this example enter the text search: employment agreement <near/50> transferred employee In the Search Sections/Exhibits box below, select Exhibit 10: Material Contracts and click search. From results page select a filing by clicking the HTML link. When the filing is open in HTML a menu titled View Only appears at the top of the screen. Clicking on the View Only menu provides an outline of the filing s exhibits and sections. Select Exhibit 10, which will open in a new window. Once the exhibit is open in a new window the option to or view in PDF is provided. Knowledge Mosaic LLC 3

4 Watchlist and Stored Searches There are two personalized features on the Securities Mosaic website: the Watchlist and Stored Searches. To utilize these two features, log in to your personal account. If your organization has IP Authentication you will need a personal account to use these features; a personal account is included in the firm-wide (IP Authenticated) license free of charge. Call or Knowledge Mosaic, , support@knowledgemosaic.com, to create a personal account. Adding a Company to Your Watchlist The Watchlist feature provides real-time notification of company SEC Filings. Use your personal login account to create and edit your Watchlist. The Watchlist link accessible in the gold navigation bar at the top of every page of the website, other than the homepage, provides access to view and revise your personal Watchlist. There is also a Watchlist link on the SEC Filings page. To add a company to your personal Watchlist, begin on the SEC Filings page. For this example enter Microsoft in the entity box (set to search company name) and click Search. On the results page note the hyperlinked numbers located to the left of the company names. Click the number next to the desired company; for this example click number one. Clicking the number directs to a page with information and recent filings of the company. At upper right click Add to Watchlist. The Add to Watchlist screen presents a few options: clicking Add This Company will send an alert anytime this company files a form, clicking Specify Forms provides the option to designate a specific form(s). Click Specify Forms to open the SEC forms window; click Unselect All and check the preferred form(s). Once the desired form(s) are checked, click Submit Selection (this closes the window), then click Add This Company. Stored Searches The Stored Search feature saves time by providing the option to save filings searches for future use. Use your personal login account to store searches. To use the stored search feature, begin on the SEC Filings page and enter the specific search terms you wish to store. For this example enter the text search risk factors <near/100> section 404. At the top of the page underneath the Stored Searches box click save. When directed to the Save Search page enter a search name, for this example Section 404 Risk Factors, click save. To access this search in the future, start on the SEC Filings page by clicking the stored searches menu at upper left. When the menu drops down click on the desired search title; this refreshes the screen with the specified search s parameters. Click the search button to view the results. Knowledge Mosaic LLC 4

5 Laws & Rules Tips US Code and SEC Regulations Changes are not made until law or regulation effective date. Both the laws and the regulations allow for custom document creation selection providing the capability to compile code sections of interest into one document. Federal Register citations for upcoming amendments are provided. Building Custom Documents in the Laws and Regulations Sections To create a custom document containing US Code sections of your choice, start on the US Code page. For this example, check the box for Securities Act of 1933 and Securities Act 1934 and click View Checked. On the results page, notice the US Code and Public Law section are cross-referenced and each section has a check box. Check the desired sections; for this example, select Act of 1933 Section 2A Swap Agreements and Act of 1934 Section 3A Swap Agreements. At the top of the page next to the View Checked button, check the Includes Notes box and click View Checked. The new page contains the custom document; the Includes Notes button provides information such as the legislative history, references in text, and other background notes. The top of this page provides the option to print, , and view in PDF. Embedded hyperlinks referring to other sections of the code direct to a page containing that section only. Public Laws and Searching the Public Law Amendments Full text of the public laws is available in PDF. Public Law Amendment Search pinpoints how and where the public laws affect the US Code. Searching the Public Law Amendments The public laws page provides links to the PDF versions of the public laws affecting the SEC. At the bottom of the page there is an option to Search the Public Law Amendments. Click the link. For this example, select the Securities Act of 1934 in the left column and Sarbanes-Oxley in the right column, click search. This returns 38 results with links to the 1934 Act sections the Sarbanes-Oxley amended, and the sections of the Sarbanes-Oxley that amended those specific sections. Regulatory History The regulatory history page provides comprehensive information including amendment dates, links to proposed and final rules, cross-referenced to the federal register. Searching the Regulatory History For this example, we will search all rules pertaining to the Securities Act of 1934 Section 10. Select 240 in the CFR index box and enter 10 in the CFR section box, click search. This returns over 50 results, providing the dates of amendment for each specific 240 regulation, cross-referenced to the Federal Register volume and page number. Clicking the hyperlinked volume numbers (live links from 1998 forward) will take you to the full text of the final rule and option to view in PDF. Links provided to the full text of related proposed rules date from 1998 forward. Knowledge Mosaic LLC 5

6 Rulemaking Tips SEC Releases The SEC Releases page allows searching of both regulatory and litigation releases; the buttons at the top allow designation of the desired release type. Search Regulatory Releases For: Commission Notices Concept Releases Exemptive Orders Final Rules Interpretations PCAOB Releases Policy Statements Proposed Rules Special Studies SRO Rulemaking Staff Accounting Bulletins Staff Legal Bulletins Search Litigation Releases For: Administrative Proceedings ALJ Decisions & Orders Briefs Commission Opinions & Orders Litigations Releases Reports of Investigation Trading Suspensions Regulatory Releases For this example, we are searching for all final and proposed rules related to Sarbanes-Oxley. In the action type menu, select Final Rule and holding the control key click Proposed Rule (make sure the all action types item isn t still selected). Enter the text search Sarbanes <and> Oxley This returns over 70 results with titles linked to the full text of the release. Proposed rules provide links to all submitted comments. The ability to text search within the summary and/or the comments is provided. Litigation Releases For this example, we are searching for all Accounting and Auditing Enforcement Releases pertaining to insider trading. First, check the litigation releases button at the top of the page; this will refresh the screen with menus relevant to the litigation releases. In the Acct Release Number box enter aae. Enter insider trad* in the text search box and click search (the asterisk will return all words with the prefix of trad such as trade, or trading). This search returns over 60 results with titles hyperlinked to the full text PDF document. SEC Semi-Annual Regulatory Agenda The regulatory agenda page contains information about rulemaking under development at the SEC, as published in the Federal Register. This page provides insight into the next six months of rulemaking at the SEC Searching the Regulatory Agenda The SEC regulatory agenda page provides multiple search parameters to limit searching. For this example, select Division of Market Regulation in the SEC Division drop-down and enter the text search broker <near> dealer. Click search. The search results provide an option to the text and links, which are cited to sections of the federal register. SEC Contacts Use this page to identify staff related to proposed and final rules or located in a specific division. SEC Contacts Searching For this example enter self-regulatory in the text search box and click search. This search returns over 60 results, providing a summary and link to the full-text document, SEC contact name, phone number, and the SEC division to which the contact belongs. Knowledge Mosaic LLC 6

7 Guidance Tips Staff Comment Letters A valuable source of disclosure and compliance information, the comment letters page provides both comments and response letters electronically released by the SEC, including links to related filings. Searching the SEC Staff Comment Letters For this example, we will take a look at all comment letters related to AIG. In the company name box enter AIG and click search. The results link to the letter and any related filings, both initial and subsequent. SEC Staff Guidance Aggregating a variety of SEC staff guidance resources into one flexible database, this page provides the ability to research SEC topics from a variety of angles. Searching the SEC Staff Guidance Search SEC FAQs, telephone interpretations, no-action letters, and other guidance provided by the SEC. Predefined categories produce quick results; advanced text search allows specific searching. For this example, enter the text search broker-dealer and click search. This returns over 200 results from all SEC guidance categories. To limit our search, select No Action Letters in the guidance type drop down menu. Note: Securities Mosaic does not have every no-action letter, just those the SEC posts electronically. Law Firm Memos Use this page to obtain expert legal analysis on current SEC related topics. Searching the Law Firm Memos There are a couple of ways to search the law firm memos; on the main page, search by date, advanced text, and law firm (US firms listed at top and Canadian below). Clicking the Browse List of Topics provides a topical list of memos. The law firm memo topic search page offers a variety of current topics; each topic has at least one memo listed. Knowledge Mosaic LLC 7

8 News Tips SEC News Digest Search over 10,000 SEC Daily News Digest entries concerning agency news, enforcement proceedings, and regulatory releases. Searching the SEC News Digest The SEC News Digest allows searching of categories such as Enforcement Proceedings and Self-Regulatory Organizations. For this example, select Enforcement Proceedings in the categories menu and enter the text search WorldCom. Click search. View summary from results page, or click the date link for full text version with easy and print capabilities. Securities News Archive Research SEC related national news stories and retrieve archived issues of the Securities Mosaic news service. Securities Mosaic News Searching Access the ten most recent issues of the Daily Securities News and Weekly Regulatory Report by clicking on the date links provided. Mousing over the article titles in the news provides a brief summary of the article. Text search box searches all articles in the Securities Mosaic News from the last 30 days. Knowledge Mosaic LLC 8