Keep Your Costs Down - And, Get Good Answers Quickly

Saturday, December 1, 2007 - 01:00
Ronald H. Janis

Editor: What is your role at Day Pitney ?

Janis: I am a partner in the Corporate and Business Department of the firm, and the leader of its Mergers, Acquisitions and Joint Ventures Practice Group. I am also actively involved in counseling a variety of clients on acquisitions, federal securities law compliance, financial institutions regulatory matters (banks, broker-dealers, and insurance agents), and corporate governance (Sarbanes-Oxley, as well as NYSE, AMEX, and NASDAQ). I have served as counsel to targets, acquirers, and investment banks in a variety of public company mergers, as well as private company acquisitions.

One of the areas I enjoy most is counseling with respect to mergers and acquisitions. I get great satisfaction from bringing two sides together who at the outset have different goals and encouraging them to see the mutual benefits that the transaction offers. Corporate law is another area that excites me. I got involved in corporate law in 1978 when I was appointed Secretary of the New Jersey Corporate Law Revision Commission and have been fascinated by issues of corporate governance and corporation mechanics. I am counsel to the recently reinvigorated Commission. I cannot serve on the Commission because I live in New York.

Editor: What value do you see in Lawyer Links Advantagesm?

Janis: I like it because it is an innovative product that fills a need that is not met by other products - that is, to enable a user like me to explore an issue quickly and inexpensively. Anybody who wants to be educated efficiently will want to use this resource. It is that efficiency which as outside lawyers we value, because the client does not want to be charged a whole lot while you have a third year associate doing research for days and days on things that may or may not be on point. They want you to be able to say to an associate "Go and find out all you can about personal use of aircraft."

The firm provides other information resources to use in corporate and securities law. But what Advantage has that I liked was a combination of resources that you can immediately click to - organized by topic. The topics provide a brief background and the underlying materials that you would want to look at to understand the issue even better. Not only did I sign up for it, but I recommended it to others.

LawyerLinks Advantagesm is not what one expects to see if you are an active Internet user. Most web sites get carried away with the extensive use of graphics, images and colors. What a legal practitioner experiences with the Advantage is a lean, no nonsense, organized presentation of topics critical to legal compliance, filings and finance of public companies. Advantage is the first place I go to learn about new issues related to my practice.

There are many examples. I use Advantage for shareholder proposal and shareholder access updates. Another that is on the minds of corporate securities lawyers is disclosure of personal use of corporate aircraft by executive officers and directors. This is one of the many issues the SEC regulators are now requiring be disclosed in executive compensation tables.

Using Advantage to review a disclosure requirement is simple. One looks up "personal use" in Advantage's topic index and a dedicated topic page entitled "Personal Use of Corporate Aircraft" is instantly presented. This page provides a summary of the topic and "road map" to relevant source materials including SEC releases, FAQs, sample disclosures, corporate policies, law firm commentary, cases, related topics and more. (See below.)

Editor: How does Advantage compare with other sources of information?

Janis: You really cannot compare it with other sources of information. What you can say is that it is different and fills a special need, which is to get at relevant information quickly and inexpensively. What it does is make you more efficient in finding information quickly. Rather than a search engine that one has to learn to use, it has lists of topics and you can quickly navigate through the headings to find the information that you need. The underlying information is good because it combines different sources: SEC, Edgar Site and law firm memos - all meant to help you quickly delve into a topic.

Just one or two clicks with the Advantage provides direct access to the spot in the source documents that has the material you are looking for. Lawyer Links' legal editors go the extra mile of sifting through the document and linking you to the exact spot you are seeking in the document. This is what you would expect from a company whose name is "Lawyer Links."

Editor: How do you know the information is reliable? And who generates the information?

Janis: The reason you can rely on the information is because you get a quick summary and then you hit a link and go to the underlying document, SEC rule, or case. So you are really relying on Advantage only for an overview and then you can link to the real authority - official documents and other authoritative material. Let's say you are talking about break up fees. With Advantage you hit a link and look at a proxy statement but instead of having to sort through the proxy statements to find where the break-up fee discussion is, it takes you right to the break-up discussion.

Editor: Are there other ways that it is helpful to corporate counsel ?

Janis: It highlights matters of maximum interest to corporate counsel in a timely way. Just to give you an example, corporate counsel are devoting considerable time to planning for the 2008 proxy season. The SEC is issuing new requirements at a feverish pace, so keeping abreast of developments is a challenge for everyone involved in the process. Using the Advantage index "2008 Proxy Season," the subscriber is directed to a dedicated topic page entitled "2008 Proxy Season: SEC Initiatives." In this example the subscriber is presented with not only a Summary, but also Targeted Review (2007 Disclosures), XBRL Data Tagging, Rule Amendments and Interpretations. From this index page, the user is directed to another topic index entitled "2008 Proxy Season: Select Early Filers." The page provides a Summary, Executive Compensation Disclosures, and Edgar filings of early filers. Examples of the background material available include the 10-K, Pre 14A, Def 14A, stock symbol charts and corporate web sites.

Another example, of how Advantage stays on top of issues of importance to corporate counsel is its recently launched coverage of Securities Litigation and Enforcement actions. They will find a "Brief Bank" that enables them to access briefs in some of the most important securities cases. The "SEC Enforcement Channel" allows them to get a handle on the SEC's enforcement priorities. The Channel allows them to "tune in" to what is happening from a single page.

And there are other features that corporate counsel will particularly appreciate. First it has a push out element called "Advantage Alerts" that tells you about new developments and then allows you to examine them. Secondly it is web-based so you can use it at home. This is helpful, because when you are at home or in a hotel, you can get up to speed on a issue before that important early morning meeting.

Please email the interviewee at with questions about this interview.

Click LawyerLinks Advantage for more information.