An Update on Retrieving Contracts from the SEC’s EDGAR System

For data nerds, recent years have seen relentless progress. More! Better! Cheaper! But that’s not the case for one subgroup—contract nerds.

Many moons ago (2006), I wrote here about word-searching exhibit 10 filings on the U.S. Securities and Exchange Commission’s EDGAR system. The SEC requires that companies file their “material contracts” on EDGAR using the “exhibit 10″ designation. So exhibit 10 filings represent a vast database that I would mine to see how frequently a given usage appears, or how a particular issue is handled.

It used to be very easy to use Lexis to search exhibit 10 filings, as Lexis had a separate library for exhibit 10 filings. And I could use an “allcaps” search to find particular kinds of contracts, as that kind of search would capture contract titles.

But with the switch to Lexis Advance, that infrastructure has been dispensed with. Now, Lexis allows you only to search all EDGAR filings as one undifferentiated mass, via the service EDGAR Online. That’s of no use. (I checked directly with EDGAR Online, but they don’t allow exhibit 10 searches either.)

WestlawNext at least allows you to search “Sample Agreements” or one of a dozen or so subgroups, all culled from EDGAR. But “Sample Agreements” searches retrieve not just contracts but also organizational documents and financial information. And contracts from other exhibits, not just exhibit 10, are included. So searches contain more irrelevant results and can’t reliably be used to compare the relative popularity of different usages. And it’s harder than it used to be to find particular kinds of contracts.

Another drawback with WestlawNext is that unless you get it as a teaching perk, it’s not free.

In this 2013 post I wrote about the free service LawInsider.com. As things stand, it might be that besides being free, LawInsider.com offers a quicker way to retrieve examples of particular kinds of contracts, in that it offers a more comprehensive classification than does WestlawNext. But the word-search function isn’t as sophisticated as what WestlawNext offers, so I’ll stick with WestlawNext for purposes of exploring how contracts use particular usages. But EDGAR searches ain’t what they used to be.

I invite Preston Clark (@lawinsider) to let us know of the current state of play of LawInsider.com. And if anyone knows of a way to search only exhibit 10 filings, please let me know.

Posted in Odds and Ends | 4 Comments

  • http://www.lawnotes.com D. C. Toedt

    Morningstar’s 10kWizard.com has (or at least used to have) a pretty good front end for EDGAR documents. They’ve raised their prices pretty significantly in recent years, though.

  • Preston Clark

    Thanks, Ken. I appreciate the mention. Let me dive right into it.

    At LawInsider.com you are given free access to SEC contracts that have been indexed and tagged by various categories such as contract type (e.g. employment agreement), company name or state. When building the algorithm that pulls, aggregates and tags SEC contracts, we intentionally expanded the scope beyond exhibit 10 filings. We did this simply because we wanted ALL material contracts from EDGAR. Our goal was to create as large and well curated of a contract database as possible.

    Where we breakdown for you is in our inclusion of Ex.10 agreements– or more accurately, in the inability to filter out non-Ex.10 agreements from your search.

    The good news is that we have more documents than you need, not less. Now the problem we must solve for you (and other power users) is how to match the Ex.10 search functionality that once attracted you to Lexis.

    If you could, please give me a use case of how you would search and find an Ex.10 contract within Lexis (before they switched to Advance). You referenced an “allcaps” search. What kind of terms would you search for in all caps? I suspect we can deliver the search functionality that you need by simply adding a new tag that further indexes by exhibit source. But the more specific you can be, the better.

    I appreciate you taking the time to bring LawInsider.com into this conversation. Looking forward to your response.

    Preston Clark
    @lawinsider

    • http://www.adamsdrafting.com/ Ken Adams

      Preston: I have no problem at all with a curated expansion beyond exhibit 10. It’s the unpredictability of WestlawNext that I find awkward.

      My searches on Lexis were as described in my 2006 post: If I were looking for examples of end user services agreements, I’d use as my search term allcaps(“end user services agreement”), with the aim of finding documents with that as the title.

      As regards searches generally, I like being able to do boolean searches (if that’s the right term), so that a search of “indemnify and hold harmless” (ack!) retrieves just that couplet instead of also capturing documents that use each word separately.

      But I acknowledge that my needs are probably more specialized than most!

      Ken

      • Preston Clark

        Ah ha! This is good, Ken. Exact match search functionality is in place for us. Take for example: “assignment assumption and recognition”. Here’s the results: http://www.lawinsider.com/search?query=%22assignment+assumption+and+recognition%22

        A boolean search, as I understand it, would filter by multiple exact match searches. Example: “indemnify” NOT “hold harmless”. Here’s how we handle that search:
        http://www.lawinsider.com/search?filter_tags=&offset=10&query=%22indemnify%22+NOT+%22hold+harmless%22

        Are we getting warm?

        Note: you’ll see highlighted text for individual words from the exact match search, but the document itself will only appear if it has the desired combination. Hope that makes sense.

        Full disclosure, I’m not a Lexis or Westlaw power user. I managed to survive law school and practice (short lived) without it– for the most part. I suspect some of the more complex and nuanced search tools/tricks that you’ve come to expect from these platforms are not on lawinsider.com. That being said, anytime I can get feedback from potential power users on where the site is falling short, it’s a great opportunity for me to make it better. I appreciate your feedback and that of your readers.

        Preston