Our newly enhanced and redesigned SEC Filings page is here! The search page is simpler and sleeker than the old version, yet it also has many new features and enhancements — while still allowing you to do everything the old page allowed. For more detail on what we’ve done, see our previous blog post, which you can access here — or, just scroll down. To see a 5-minute video overview of the new search page, click here.
Users who who would like a more thorough walk-through of the new search page can click on the Help section once the new page is live (see screenshot below). Or, reach out to your administrator or LexisNexis representative.
On December 5, we’ll release an enhanced and redesigned version of our venerable SEC Filings page. Although the new version will look and feel more like a LexisNexis search page, its functionality and essential character will remain very much Securities Mosaic. Here’s a high-level overview of what you can expect:
- Simpler, sleeker and more elegant design
- Many new features and enhancements
- All existing features and search filters preserved
Lets’ go through each of these one by one. . .
1. Simpler, sleeker and more elegant design
As you probably know, today’s Securities Mosaic SEC Filings page offers dozens of advanced search filters and cool user tools. And it shows: with so many bells and whistles, the search page is reminiscent of the dashboard of a 747 jetliner.
In the new interface (pictured above), many search filters, rather than cluttering the main search page, will be accessible via dialog boxes. What’s the benefit here? If you keep your socks, shirts, and underwear in dresser drawers rather than on the top of your dresser, you’ll understand. The extra step of opening a drawer is a small price to pay for a cleaner, more organized bedroom. Similarly, we believe users — especially new or less experienced users — will find the new search page more approachable and easier to navigate.
2. Many new features and enhancements
Here are some of the more noteworthy additions:
- A library of predefined searches. Access over 100 expertly-crafted search templates, from bear hug letters to poison pills to fairness opinions to crowdfunding and Regulation A+ offerings.
- Post-search filters. You’ll now be able to edit your search parameters without leaving your list of results.
- Company list feature. Filings results can be post-filtered by unique primary filer, to create a list of companies based on your search criteria. For example, instantly create a list of manufacturing companies located in Wisconsin, or a list of Foreign Private Issuers that have done IPOs so far this year.
- Expanded redlining. Our redline comparison tool, available for item-level searches, will now be accessible to users accessing Securities Mosaic via IP authentication.
- Links to associated Comment Letters. From the results display, we’ll not only call out which SEC filings are the subject of SEC Comment Letters, we’ll link directly to the complete chain of correspondence between the SEC and the filing company.
- One-click batch download. Instantly download to your desktop up to 100 documents at a time, in Word or PDF format, from the results display.
- Enhanced text search hit navigation. From the results display, see the total number of text search hits per document. Even better, click a link to instantly see all the text search hits in context for a given result without having to open the document.
- Expanded item search (coming soon). Limit your search to specific sections (items) for forms S-1, S-3, S-11, and F-1. Includes redlining component. This feature is still under construction and will be available soon.
3. All existing features and search filters preserved
In other words, we’ve only added, not subtracted. There’s nothing you can do on the current version of our SEC Filings page that you won’t be able to do on the new version.
We’ll post links to additional materials, including a tutorial video, as the release date nears.
With so much riding on Tuesday’s presidential election, it isn’t surprising that Donald Trump and Hillary Clinton are popping up in public companies’ SEC filings—especially when those companies perceive that they stand to gain or lose by the election of one candidate or the other.
Often these preferences run along predictable lines. For example, the CEO of firearms manufacturer Sturm Ruger & Co., in an Earnings Transcript included in a recent 8-K, registers his unease with Clinton’s views on guns (while also acknowledging that her election would likely have the effect of increasing demand for firearms). On the other hand, Guinness Atkinson Funds, with heavy investments in alternative forms of energy, sees a boon “[i]f Hillary Clinton wins the presidential elections in the United States and follows through with her campaign promise” to increase reliance on solar energy (Form N-CSR, 9/8/2016). Similarly, American Growth Fund Inc., with investments in medical marijuana, is positively disposed toward a Clinton presidency, but isn’t so sure about her rival: “Donald Trump shifts back and forth on marijuana legalization. Early in the campaign he was open to letting states do what they wanted, then he reversed course and took a stand against legalizing marijuana. Now he says he is 100% for medical marijuana, even though that contradicts the Republican platform” (Form N-CSR, 9/8/2016).
Some companies and funds express concern about what the mood for change — as exemplified by the support for Trump and the recent Brexit vote — might portend for markets. For instance, as Mutual of American Institutional Funds Inc. observes in a recent Certified Shareholder Report, “the U.S. presidential bid by Donald Trump is based on . . . populist themes, including anti-immigration and anti-globalization. The entire Western world seems to be in the throes of an anti-establishment mood, suggesting that the world order developed over decades may be in for change. The nature of change is uncertainty, and . . . markets do not like uncertainty.” The perspective of AlphaMark Investment Trust, as communicated in a letter to shareholders, is at once less pessimistic and more cynical:
Our view concerning the election is neutral. If Donald Trump wins the election, it is our opinion that without backing in the U.S. Congress, his plans for making real change will fail. In essence, he has shot himself in the foot with his constant berating of anyone opposed to his ideas. If Hillary Clinton is elected, we also do not see much change happening and more of the status quo. Our opinion is: a Trump win means short term volatility and a Clinton win means longer term slower growth.
Finally, Genius Brands International, a kid-focused entertainment company, is similarly neutral in stance but contrastingly upbeat in tone. “The business of making animated cartoons won’t be affected whether Hillary Clinton or Donald Trump is elected our next President. Changes in technology or new distribution systems only enrich the intrinsic value of animated cartoons. Strong cartoon characters don’t go obsolete and are not diminished by innovation. In fact, they are enhanced by it” (Form 8-K, 6/30/16). If cartoons and other forms of escapist entertainment hold a mirror to life, we can only assume that they too are enhanced (and contorted) by the surreal, stranger-than-fiction, circus-like spectacle that is the 2016 Presidential election. In any case, we’ll all be ready for a cartoon break when the election is finally over.
This year, the SEC has brought a record number of enforcement actions under the Foreign Corrupt Practices Act of 1977 against corporations or their executives for bribery of foreign officials. Below are summaries of three such recent high-profile actions.
GlaxoSmithKline plc agreed to pay the SEC a $20 million civil penalty to settle charges that it violated the FCPA requirement to maintain accurate books and records when its China-based subsidiaries participated in pay-to-prescribe schemes in an effort to increase sales. In an administrative proceeding announced on September 30th, the SEC contended that sales and marketing managers within the company’s China-based subsidiaries took part in schemes involving the transfer of money and gifts to healthcare professionals in order to improperly influence them. This brought millions of dollars in increased sales of GlaxoSmithKline’s pharmaceutical products to China’s state health institutions. The SEC alleged that the company failed to adopt an effective anti-corruption compliance program to identify and avoid these types of schemes. Since there was no such program, the improper payments were inaccurately reflected in GlaxoSmithKline’s books and records as legitimate travel and entertainment expenses, marketing expenses, speaker payments, medical associations payments, and promotion expenses. The SEC concluded that the company was in violation of the FCPA’s internal controls and books-and-records provisions. Without admitting or denying the allegations, GlaxoSmithKline settled the charges by consenting to the entry of a cease-and-desist order, agreeing to pay the $20 million civil penalty, and agreeing to report to the SEC for two years on the status of its remediation and compliance measures. The company has reportedly publicly apologized for its role in the scandal, put an end to doctor speaking fees, and completely ended quotas for its sales reps. It is also being reported that GlaxoSmithKline’s China subsidiary has tripled an in-house compliance team, which now checks every submitted receipt.
Och-Ziff Capital Management Group
On September 29th, the SEC announced that hedge fund Och-Ziff Capital Management Group agreed to settle civil charges of FCPA violations by paying the agency $199 million. In addition, Och-Ziff’s founder and CEO agreed to pay approximately $2.2 million to settle SEC charges that he caused certain violations along with the hedge fund’s CFO, who also agreed to settle the charges. After examining the way in which financial services firms were gaining investments from sovereign wealth funds overseas, the SEC determined that Och-Ziff used intermediaries, agents, and business partners to bribe high-level government officials in Africa. According to the SEC’s order, the illicit payments encouraged the Libyan Investment Authority sovereign wealth fund to invest in the hedge fund’s managed funds. Other bribes were paid to secure mining rights and improperly influence government officials in Libya, Chad, Niger, Guinea, and the Democratic Republic of the Congo. The SEC found that Och-Ziff failed to maintain proper internal controls to detect the bribes. The SEC also found that the hedge fund’s executives ignored red flags and corruption risks and allowed illegal transactions to proceed. In addition to the civil penalty, Och-Ziff will enter into a deferred prosecution agreement with the Justice Department in a parallel criminal proceeding and will pay a criminal penalty of $213 million. Och-Ziff also agreed to retain an independent compliance monitor for three years to guarantee that it stays within the law. The firm also promised to reinforce its internal controls to guard against future violations. Andrew J. Ceresney, head of the SEC’s enforcement division, noted that the hedge fund “engaged in complicated, far-reaching schemes to get special access and secure significant deals and profits through corruption.” According to DealBook, the SEC and the Justice Department are continuing the investigation of other individuals involved in the bribery. The Wall Street Journal added that Och-Ziff now also faces restrictions on how it conducts its fundraising. While the company will still be able to raise money from wealthy investors and institutions, it might first have to endure a lengthy and costly process of seeking approval from state regulators in jurisdictions where it solicits investors. This comes Och-Ziff did not seek an SEC waiver from additional penalties, which are otherwise imposed as soon as courts approve civil law enforcement sanctions or criminal charges.
On September 28th, the SEC announced beverage and brewing company Anheuser-Busch InBev will pay $6 million to settle charges that it violated the FCPA and whistleblower protection laws in utilizing third-party sales promoters to pay off Indian government officials in order to increase sales and production, and then in attempting to silence an employee who reported the wrongdoing. As the company did not have adequate internal accounting controls to seek out and prevent such improper payments, it failed to ensure that transactions involving the promoters were properly recorded in its books and records. Kara Brockmeyer, Chief of the SEC Enforcement Division’s FCPA Unit, remarked that Anheuser-Busch “recorded improper payments by its sales promoters in India as legitimate expenses in its financial accounting, and then exacerbated the problem by including language in a separation agreement that chilled an employee from communicating with the SEC.” Without admitting or denying the allegations, Anheuser-Busch settled the charges by consenting to the entry of a cease-and-desist order and agreeing to report its FCPA compliance efforts to the SEC in addition to the monetary sanctions. The company also agreed to notify certain former employees that the company does not prohibit employees from contacting the SEC about possible law violations. According to the Wall Street Journal, the SEC has been making it a priority to end corporate efforts to silence prospective whistleblowers with restrictive separation agreements, and this is the fourth company recently penalized by the SEC for allegedly restricting the rights of departing employees.
Last week, we release a redesigned and enhanced version of our document display frame for SEC Filings. It’s only the first stage – a kind of sneak peek — of an ongoing complete redesign and enhancement of our SEC Filings search page, the bulk of which will be released later this fall. (More information on that forthcoming.)
The new document display optimizes presentation of the document text, re-establishing it prominently in the reader’s visual hierarchy and ensuring there is “breathing room” between text and the edge of the frame. The redesign also boasts two new feature enhancements:
Advanced text search capability added to document level. Harness the power of Boolean connectors and nested search terms when you need to locate words or phrases within a document. While we’ve long offered advanced text search capability on initial searching — and offer highlighted text hits from that initial search at the document view — we haven’t offered the ability to perform a new advanced text query within a particular document. Your browser’s Ctrl-F command lets you find specific words, but it lacks the power and flexibility offered by advanced text search, where proximity, wildcard, and “OR” connectors are at your command. On Securities Mosaic, you now have that capability.
Navigation feature added to Reference Retriever. Last year, we dramatically upgraded our Reference Retriever tool by adding, to the document text itself, hyperlinks to references made to other filings or exhibits. Now, we’ve added a navigation component to the tool, allowing you to quickly locate those hyperlinked references. Just click the search icon, and all references within the document will be highlighted in green. You can then arrow from one to the next; or click the hyperlink within the document to locate the referenced document.
Now that the initial shock of the Brexit vote has subsided, companies potentially affected by Britain’s anticipated break from the EU are beginning to play out the various scenarios for shareholders. You can find corporate disclosure on the topic by looking at SEC, SEDAR and UK Filings made since the June 23 referendum.
If there is one word that epitomizes the tone of such disclosure, it is “uncertainty.” While companies have a bit of a handle on the short-term impact of Brexit – most immediately and palpably, the overnight devaluation of the British Pound Sterling against the Euro and the US Dollar – things get fuzzier when it comes to the long-term horizon. The biggest questions surround what market access will look like for UK companies doing business in Europe. That risk, summarized in filings of various companies, is that the UK “could lose the benefits of global trade agreements negotiated by the European Union on behalf of its members, which may result in increased trade barriers which could make our doing business in Europe more difficult.”
With uncertainty comes anxiety. But that’s not necessarily a bad thing for all companies. Indeed, some corporations see in Brexit a business opportunity—an opportunity rooted precisely in that feeling of anxious uncertainty. For example, there is a general belief that the post-Brexit hangover will compel regulators to keep interest rates low, which could foster growth in the financial services sector. “Brexit will likely benefit us,” explains commercial lender Walker & Dunlop in its recent 10-Q, “as borrowers take advantage of low mortgage interest rates and as a ‘flight to safety’ results in an increase of global capital investments in U.S. markets, including commercial real estate, resulting in higher loan origination and investment sales activity.”
Similarly, the price of gold and other precious metals surged following the vote, with investors presumably seeking a “safe haven” from the volatility of the market. Those positioned to profit from that circumstance have been quick to pounce on the opportunity. “A continued destabilization of the Europe may occur in the wake of last night’s historic vote in the UK to leave the EU,” intoned the CEO of Lomiko Metals Inc., a British Columbia-based mining company. A grim warning, to be sure, but one with a silver lining: “There is good potential for a renewed interest in junior mining stocks seeking commodities with good demand outlooks such as gold, silver, lithium and graphite.”
Finally, Brexit may emerge as a boon for the legal services industry. That, at least, is the conclusion of Burford Capital Ltd., a UK-based litigation finance firm. Burford provides capital to businesses and law firms to allow them to pursue litigation and other legal services. Such services are likely to be in higher demand as a result of the UK’s referendum, the company explains in a recent Interim Results report:
Substantively, Brexit will give rise to significant uncertainty for businesses, and demand for legal services tends to flourish during periods of uncertainty, boosting our business collaterally.There is likely to be more litigation as a result of Brexit, and there is no catalyst for any reduction in the volume of litigation.
Once again, it is the “uncertainty” of the situation that creates the climate for business success. As the Burford report continues, “while we regret the macroeconomic disruption and upheaval that Brexit has already caused and doubtless will continue to cause, Brexit is not bad for Burford.” For companies engaged in certain types of business, Brexit is good precisely because it is bad.
The release is just in time for the annual meeting and conference of the American Association of Law Libraries, being held now in Chicago. If you’re attending AALL, please swing by the Lexis Securities Mosaic booth (#603) to say hello and to hear more about what we’ve done and where we’re headed. I’ll be personally present at the booth during much of the show.
In addition, I’ll be hosting a special Exhibitor Showcase on Sunday, July 17 at 1:30 p.m. Get a sneak peek of our soon-to-be-released enhanced search environment for SEC EDGAR filings. The new Securities Mosaic SEC Filings page features post-search filters, a library of predefined searches, expanded redline comparison tools, section searching on registration statements (S-1, S-3, F-1), instant document download, and links to associated Comment Letter correspondence. I look forward to hearing your feedback.