A Standard Industry Classification code, commonly referred to as SIC code, is a four-digit number that represents the industry of a company's business. The SIC classification system was first developed in the 1930's to aid in the collection of economic data across industries and government agencies. While SIC codes have been for the most part replaced by an updated industry classification system called the North American Industry Classification System (NAICS), SIC codes are still relevant when researching SEC filings or working with public companies. The Securities and Exchange Commission (SEC) still uses SIC codes to assign review responsibilities to the Division of Corporation Finance staff and requires companies registering securities with the SEC to include its primary SIC code on its registration statement.
In the transactional drafting context, precedent is an agreement used in a prior transaction that can serve as a starting point for drafting a new legal document. Some lawyers may refer to forms and template agreements, like those found in practical guidance platforms, as precedent too.
Many legal workplaces maintain collections of precedent agreements. It is best practice to check there first or ask your assigning attorney or a colleague if there are preferred precedent for your drafting assignment. If you're unable to locate internal precedent you will need to look to external resources like the annotated agreements found in practical guidance. Another key source for precedent can be found in legal documents publicly filed with the Securities and Exchange Commission's (SEC) and available in the EDGAR database. It is important to note that these documents will only be available for transactions involving public companies where the agreements were determined to be material to the public company filer.
While these documents are included in the SEC EDGAR database, unless you know exactly what you are looking for and which company filed it the EDGAR database is not the most efficient database to use for locating precedent. There are a number of databases that have advanced search features designed to make SEC precedent research easier and more efficient. These databases include:
When researching precedent to use as a starting point for a drafting assignment, focus on locating the same type of agreement. When searching for precedent in the transactional context, locating agreements with similar facts or in the same jurisdiction as your situation are not as important as when conducting case law research. Review and select documents that most closely match your client's situation. Consider industry, deal value, or drafting perspective. Using a merger agreement drafted to favor the buyer when you represent the seller could raise serious issues. You will also need to investigate any law that is implicated by the transaction and determine if it has changed since the date of the agreements you identify. When using precedent, no matter the source or type, it's important to remember that most agreements are the result of negotiation and you may not know which party had more leverage and why certain provisions were included. It is best practice to use precedent as a guide to identifying issues, format and draft language - not as a form to be completed or language to be copy and pasted without consideration for your client's goals.
Intelligize's Agreements & Other Exhibits application contains all exhibits to SEC filings from 1994 to present and contains material agreements, by-laws and articles of incorporation. Intelligize indexes the exhibits by document type, allowing the researcher to select and search for specific agreement types along with other criteria including industry, company financials, or governing law. You can also add keywords to your search if you are looking for particular language within a document or agreement.
For some document types, researchers can identify documents with specific deal terms. For example, Intelligize allows you to search for employment agreements for Chief Executive Officers and then locate agreements with specific clauses such as termination or non-compete provisions. The advanced search features on Intelligize saves time and makes you more efficient.
Bloomberg Law's Precedent Search contains over 2 million publicly filed legal documents that were filed with the Securities and Exchange Commission. Bloomberg Law staff have analyzed and categorized the agreements to make searching more efficient. To locate Bloomberg Law's Precedent Search database, once you login into Bloomberg just start typing "precedent search" into the main search box. You can also find Precedent search in the Transactional Intelligence Center.
Once you access Precedent Search you will be able to limit your search using a variety of criteria including document type, industry code, governing law or parties to the agreement. Precedent Search also allows you to search for specific clauses. Just scroll down to the "Result Type" section in the search box and click the radio button for Single Clauses which will allow you to include a clause title while still selecting other criteria.
Once you've run your search, you can view the full text of the legal document. Bloomberg Law provides a Clause Outline for most documents that allow you to quickly navigate to the most relevant provisions. It also provides a brief abstract of the transaction if you click on the Deal Info icon. You also have the ability to print or download the agreement.
