For every corporation there are certain individuals that have disproportionate influence. Many researchers make the mistake of focusing too much on the board of directors, but this ignores other key players that can be a source of great insight. This article will explain how to identify “corporate insiders” and influential investors by using the Securities and Exchange Commission (SEC)’s EDGAR database. The article will also explain how to use the identities of these key players to find unofficial relationships that influence a corporation’s actions.
“Corporate insiders,” as they are identified by the SEC , constitute a particular category of especially influential people in a company. While these people may not be named on the company website, they are all listed in SEC records in the EDGAR deep web database.
First, who are “corporate insiders” and why should a researcher care? “Corporate insiders,” according to the SEC definition, are company officers, directors, and executives that own 10% or higher stake in any kind of a company’s securities. As a researcher, you will want to find and investigate these individuals because they have outsized influence on the company due to their jobs and/or holdings.
How to Find “Insiders”
A researcher can identify corporate insiders for a specific company by looking up the company’s filings of forms 3, 4, and 5 in the SEC’s database named EDGAR (for more about EDGAR, see the previous post on researching companies). Each of these forms will identify an insider’s name, position in the company, and their securities holdings.
Form 3 identifies someone when they become an insider. Form 4 reports that an insider made a major financial transaction with their company holdings. Form 5 is simply the annual report of the person’s holdings.
Find these forms is a pretty straightforward process:
1 – go to the SEC database at (https://www.sec.gov/edgar/searchedgar/companysearch.html)
2 – This database is pretty straight forward, you just search for a company by its name and the database gives you each of the company’s filings. However, the default setting excludes the forms we want, so you need to unclick that. To do so, click on where it says “more options”
3 – Then, at the bottom, beneath where it says “Ownership forms 3, 4, and 5,” you see that the default setting is “exclude” so instead you want to click “include.”
4 – Searching the name “EXXON MOBIL CORP” yielded the following results
5 – clicking on the “documents” button for the first filing at the top brings you to this confusing looking page below, from here you can click on the first link under the word “document”, the first link should end in “.html”
6 – Here, we have the filed record itself. I blocked out the person’s name and title. But if you go to any record like this you would see the person’s name in Box 1 and in Box 4 the person must identify as a “10% owner,” “director,” or “officer.” If they are an officer, they must specify their title. Note that even though this person is not a 10% owner, they must list their ownership in company securities in Table I.
All of the Names in One Place
The information from all of these forms are also compiled in one place. You can find a list of all of the insiders’ names, their positions, and their transactions on the company’s Ownership Information page. For an example, see the picture below of part of the Exxonmobil Ownership Information page on sec.gov.
To find this page, return to the page from step 5 and click on the red word “issuer” to the right of “Exxon Mobil Corp” near the bottom. This will generally be the same for all other companies.
One can also click on any one of the listed names, which brings you to a page with all of their stock holdings in other companies as well. This is useful for researching corporate leadership.
Stockholders are a source of considerable influence in a corporation and therefore it is useful for a researcher to identify the main investors. The corporation’s filings with the SEC will identify the primary investors with the biggest holdings.
Furthermore, SEC filings also identify dissent within the ranks among shareholders. Specifically, you can identify instances of confrontations between the Board of Directors and particular shareholders that are voted on in the annual shareholders’ meeting.
Identifying the Most Important Investors
A corporation’s biggest shareholders are listed in the proxy statement DEF 14A, under the title “Certain Beneficial Owners.” Here we have an example form for Exxon Mobil and we see that The Vanguard Group owns 8% of Exxon Mobil’s outstanding stock.
Additional Major Investors
The stockholders that have large holdings in a corporation must file S.E.C. Forms 13 D, G, H, or F (click here for more in depth information from the S.E.C.’s guide). One can view a list of the funds that own major holdings and must fill out Form 13F on sites that compile this information like whalewisdom.com. However, these sites often require you to pay for an account to see the major holders that are not funds (such as the holders that file 13D or 13G).
Dissent Within the Ranks
Finally, we see where the shareholders have decided to openly take a position against the Board of Directors. The aforementioned DEF 14A “Proxy Statement” includes several items that the board opposes but they have been proposed by shareholders for a vote. The DEF 14A will identify which shareholder proposed the issue and basic background info on the shareholder including how many shares they hold. The form will then include a statement provided by the shareholder explaining their argument in favor of the issue. Note that this is often the only part of this extensive document that is not written by the board and does not praise the board. Next there is a statement by the board telling the shareholders why it urges them to vote against the issue.
In the Exxon Mobile example, we see that Item 6 on the agenda (usually the first 3 items are things proposed by and/or supported by the board, the rest are items opposed by the board) is a proposal for a system that would promote more diversity in the board. The proposal was submitted by the New York City Retirement Systems, which holds over 5 million shares.
The different proposals that are opposed by the board provide an idea for the alternate perspectives among the shareholders that do not always support the board. The shareholders that submitted the “opposition proposals” can also be good sources of information and targets of one’s research.
Now That You’ve Identified the Key Players
Now that you have hopefully identified a number of key players in the corporation you are researching, you can use these identities to find the corporation’s unofficial connections to parties of interest.
Corporations often have unofficial connections to politicians, political parties, research organizations, nonprofits, universities, financial institutions and other companies. These connections can have a strong influence over the company itself. With this in mind it is useful to find key players in a company because you can find the company’s unofficial relationships by looking into the key players’ unofficial relationships. This process is worth another article unto itself.
But for now, it will suffice to point out that a researcher can look for key players’ unofficial relationships by researching their former employers, their family members’ current and former employers, political donations, whether they have positions on any nonprofits, the schools they attended, where they invested their money, and any litigation involving them.
Focus on organizations that have unofficial ties to multiple key players in the corporation you are researching. Once you have found one or more of these organizations you can look into their relationships with the corporation.
For example, does the research organization publish research related to the corporation’s field (i.e. the environmental impact of natural gas extraction)? Does a nonprofit receive donations from the corporation? Is a second corporation work with the original corporation? Does a financial institution lend to the corporation? Does the university receive donations from the corporation and in turn, admit executives’ children or is the university known for teaching concepts that support the corporation’s actions or mindset. (This last idea may seem like a bit of a stretch, but the NYTimes reported that this was the case with George Mason University)
This article identified how you can find influential players within any corporation. These people are important within the corporation because of their jobs, the financial influence they have on the company due to their investments, or because they for a sort of political opposition among stockholders. As you research these actors you must use your own judgement about how important of a role they play. At the end of the day, your personal judgement is the most important factor in your research.
The article has also explained how you can use the identities of key players to find the corporation’s unofficial connections. This is a great way to find relevant information about a corporation that exists behind the scenes. If you want to take your investigative skills a step further, CorporateWatch.org has a free, in-depth guidebook for investigating companies and their key players (located at https://corporatewatch.org/product/investigating-companies-a-do-it-yourself-handbook/) and is titled Investigating Companies: A Do-It-Yourself Handbook.
Good luck with your research!
For more techniques, informations and ideas on OSINT corporate research, reach “Overview of Corporate Research Articles” which acts as an introduction to the topic and index for the resources we isolated and described.