Subsidiaries seem to be the bane of my existence lately. The following story is getting old.
A company has what seems like a good idea. It gets people to invest.
The intellectual property (IP) is registered to, or transferred to, a subsidiary, which is then spun-off. The newly independent company then transfers the IP to an off-shore company. The off-shore company then licenses the IP to the original firm.
“IDEA” Will Make Company and Fund Information Interactive
Securities and Exchange Commission Chairman Christopher Cox today unveiled the successor to the agency’s 1980s-era EDGAR database, which will give investors far faster and easier access to key financial information about public companies and mutual funds.
The new system is called IDEA, short for Interactive Data Electronic Applications. Based on a completely new architecture being built from the ground up, it will it first supplement and then eventually replace the EDGAR system. The decision to replace EDGAR marks the SEC’s transition from collecting forms and documents to making the information itself freely available to investors to give them better and more up-to-date financial disclosure in a form they can readily use.”
Starting a competitive intelligence research project, an investigation, or due diligence research usually entails a detailed look at the corporate filings, share structure, and accounts of the target or subject company.
On the island of Great Britain, there are two separate registries, one for England and Wales, and another for Scotland. Both of these are operated by Companies House. The accounts and filings for England, Wales, Scotland and Northern Ireland take the same format.
On the island of Ireland, the Northern Ireland Department of Enterprise, Trade and Investment of the Northern Ireland Government, (DETINI) houses the corporate filings and accounts. Corporate filings in the Republic of Ireland may be obtained online from the Companies Registration Office.
On the Channel Islands of Jersey and Guernsey the corporate filings are handled at the Jersey Financial Services Commission and the Guernsey Registry. Jersey and Guernsey are tax havens, and companies incorporated there do not normally file accounts.
The Isle of Man is a tax haven, and companies incorporated there do not normally file accounts. The Companies Registry holds corporate filings, and is part of the Financial Supervision Commission. Continue reading ‘Corporate Filing Searches on the British Islands’
Franchises identify themselves in the marketplace by using a common name and trademark. Each user of the name purchases a franchise which allows the franchisee the right to use the name. This is where the fun begins.
The franchisee will be a company or partnership with rights to use the name. In Canada, the right to use the name will normally be filed as a Business Name Registration. This allows a person, company, or partnership to operate under a name other than his or its proper name.
Now imagine you have a franchise at 123 Main Street in some Ontario town or city. How do you distinguish it from all the other franchises using the same business name?
In Ontario, OnCorp will allow you to view a list of all the business name registrations along with the recorded addresses.
A mouse click in the check-box next to the registration with the correct address will get you the Business Name Registration, and that will tell you the name of the company or partnership that owns that franchise location.
The Investment Industry Regulatory Organization of Canada (IIROC), a self-regulatory body, replaces both the 90 year old Investment Dealers Association and Market Regulations Services Inc. as the single overseer of the integrity of debt and equity trading in Canada.
The Investment Dealers Association the IDA had regulated member firms in the brokerage business as well as fixed-income trading and Market Regulations Services Inc. conducted market surveillance.
Kroll’s sleuths are more Clouseau than Columbo
Inspector Clouseau is alive and well, and he works for Kroll Associates, the corporate spies who are supposed to specialise in finding, and keeping, company secrets.
…in fact, it is so boring that after downloading it I took to reading the ‘metadata’ concealed with the electronic document that tells you who wrote the report, why and when.The results were considerably more interesting than you might imagine. The report’s ‘properties’ field listed three Texas-based oil and gas exploration companies and the names of seven men - none of which has anything to do with the North Carolina Highway Patrol. What is more, the subject line mentioned the term ‘due diligence investigation’, which is corporatespeak for the type of inquiry often carried out by firms like Kroll when a company is considering a takeover.
I was recently asked how to find the domains owned by a particular company. Here is what I recently unearthed on this topic.
You can still search RIPE (Regional Internet Registry for Europe), which contains registrations for most of the European countries. The US server at InterNic no longer allows this.
Domain Names database on Dialog includes information on registered domain names with Top Level Domains (TLD) of COM, NET, ORG, BIZ, and INFO as well as those that use country codes, e.g., AT. it can be searched by owner name. This database was last updated in September 2004.
DomainTools offers a rather expensive solution which is like an updated version of the Domain Names database. According to their web site:
…currently indexes all domains in the .COM, .NET, .ORG, .INFO, .BIZ, and .US TLDs. That is 103,042,578 domains as of today. In addition to indexing every active domain, it also knows about the 334,835,604 inactive domains that have been registered and deleted since the early days of the Internet. Great names are deleted daily so it is important that we keep track of them.
The partial word searching ability of Name Intelligence is unmatched by any other engine. We allow more options and faster results then anything else on the market and we continue to add new functionality monthly. In an information world a company can only focus on so many problems at one time. We dedicate our time to making domain searching faster and more efficient so our partners can dedicate their time to their own core technologies.
Every month Name Intelligence actively probes every domain name in its search engine to figure out the domain’s status. Our search results not only reflect active and deleted domains but domains with websites or not. We have taken searching for domains very seriously.
… DomainTools has leveraged the power of its Registrant Search engine to provide notifications whenever a person or company registers a new domain, has one transfered to them, or transfers a domain out of their control.
They report on two Richard McEachin names for $57. When I search on Scarborough, the city for the registrant address, it finds two records for one domain for $57. When I add Canada as a limiter, they says they have no reports.
Searching the name McEachin returned 248 records in 147 domains and a report cost of $147. When I add Canada as a limiter, they again say they have no reports. When I search on Scarborough, the city for the registrant address, it finds four records for one domain for $61.
Not exactly what I call a stellar performance.
Many domain registrants are now are concealed by registrars such as Domains by Proxy.
The Inter-Corporate Ownership data produced by Statistics Canada contains information on the structures of Canadian enterprises. It provides the names of all holding and held companies (both domestic and foreign) in
The information is collected by Statistics Canada under the Corporations and Labour Unions Returns Act (CALURA) and is supplemented with information from international publications. In 1998 the act was amended to remove the labour unions component (Part II), leaving Part I of the Act unchanged. The revised Act, named the Corporations Returns Act, is equivalent to CALURA part I.
All the reporting companies must have gross revenues of at least 15 million dollars or assets exceeding 10 million dollars.
The updated data is reported quarterly. This data is the most accurate, timely, and complete data on inter-corporate ownership in Canada. It also provides detailed information of multi-national enterprises that have some component in Canada.
The Corporate Affiliations database appears on LexisNexis and Dialog. It can also be purchased as directories and on CD. According to the Dialog Bluesheet, it covers about 184,000 U.S. and non-U.S. companies. This includes private and public companies, both parents and their subsidiaries and major divisions. All major U.S. domestic and international stock exchange listed companies are included. U.S. privately held companies must have reported annual sales in excess of $10 million and foreign privately held companies must have reported annual sales in excess of $50 million to be included in the database. Each record includes the executive names, director names, corporate family hierarchy. Net worth, total assets, and total liabilities sometimes appear in the record.
I have never found this resource particularly useful because it has a high threshold for inclusion of companies. It is also US-centric. It shines for researching large enterprises with a large component in the U.S.A..
Finding how your subject company fits into a large enterprise structure may turn into an avocation with some companies, but I’ll tell you how to get started.
Begin by understanding the terminology, then in the case of Canada, realize that you will have difficulty recognising interlocking boards as you may not search corporate filings by director name. This leaves you with the immediate subject company as your starting point.
Typically, I start with Dun & Bradstreet Canadian Market Identifiers (DMI). The advantages of the DMI databases (there are several DMI databases) are the number of companies in the database (over 1.2 million), and no sales or asset threshold for inclusion in the database.
The most useful fields in this database are the Dun’s Numbers for the company and its Parent and Ultimate Domestic Parent. This identifies three levels of the overall enterprise to explore in one record. You will have the information on the subject company, and further searches will identify its immediate parent and the ultimate domestic parent.
I then search the D&B Who Owns Whom database for the Ultimate Domestic Parent to identify the foreign parent if one exists. If I find an Ultimate Global Parent, then I determine what my record cost will be by listing the companies in the family tree. Usually, I end up paying the lowest amount as there will be 25 or fewer companies in the family tree. I have never had to pay the full record cost because I have never come across an enterprise family with over 200 member companies.
Regulators: ‘Fund Manager’ Was a Fraud
By Matthew Goldstein, Thursday May 1, 01:28 PM
[Robert J. ] Sucarato and other potential scam artists are using so-called virtual offices [BusinessWeek, 3/27/08] to make their operations appear larger and more established than they really are. A virtual office is a more elaborate version of an old-fashioned post office box, in which tenants — for as little as $100 a month — get access to a telephone answering service, a reception area, and conference rooms for meetings, along with a mailing address. Sucarato used a virtual office on Wall Street in New York and in Chicago to allegedly induce investors into giving him money.
This is a classic example of poor due diligence by investors. We specifically search addresses, telephone numbers, and fax numbers to help identify this type of problem. If what I find is the least bit suspicious, then I call the neighbouring businesses and the building management to get more details about the type of office the subject company maintains.
I once found a fax number used by 47 different businesses and 18 businesses using the same suite number. You have to ask if such a situation is appropriate for the type of business you think you are dealing with.
In Canada, only one incorporating jurisdiction allows a search by officer or director name. Uncovering a person’s corporate affiliations in Canada is difficult.
The Investigator must embark upon an involved search strategy using a variety of database aggregators, the Internet, and a few public record sources. After conducting all these searches, the Investigator will never be certain that he has found everything.
Doing this type of research is dependent upon the Investigator’s understanding of the sources’ content and how to connect the data to the objectives of the investigation.
The Investigator must know how to search directory databases, commercial credit reports, news and journal databases, insider filings, statistical data, court records, lien filings, and much more to reveal corporate affiliations in Canada.
I often see the following terminology misused in the press. For the Investigator, these terms have very specific meanings. The Investigator must also recognise that most laymen will misuse these terms.
A parent company controls separately incorporated firms. The controlled company is a subsidiary. A subsidiary has a parent when the controlling firm owns more than 50% of its shares.
Divisions are business names owned by a corporation. A division specialises in some product or service offered by the company that owns the business name. A corporation using a registered business name is doing business as that name, hence the term DBA (Doing Business As).
An affiliate is a corporation which is owned by more that one entity which do not individually own more that 50% each.
You just had to ask how I found it. Now look, you may be the client but it’s a secret — their secret that is.
Do a Google search for “not for distribution” confidential and look at all the stuff you find. Now try “not for distribution” confidential site:microsoft.com and look at what you find. Now if you were to try this on the subject company’s web site….
Web-based documents are neither confidential nor private, but they might be a secrets in plain sight.
Google has begun the indexation of Facebook pages.
The best approach to find Facebook content via Google is not to simply plug in name or keyword(s)…Try adding the keyword, “Facebook” to your initial query.
In the closed community of Facebook, Google asked permission to index the pages. If you are an Investigator, and your subject is represented, then asking permission to see his or her page is contact with a represented litigant. In Canada, if the opposing litigant is represented by council, then you may not contact him or her in person, by telephone, or electronically. In most cases you have to ask to be listed as a friend to view the subject’s Facebook page. Doing this will be considered improperly making contact with the litigant and whatever you find will be deemed inadmissible.
However, what you find in Google, other search engines, and unrelated Facebook pages may be used as the basis for a motion for the production of the subject’s entire Facebook page as happened in KOURTESIS V. JORIS (2007).
