Contracts Blog

Smithfield Foods Merger Agreement

Ken Chan — Tue, 11 Jun 2013 18:07:30 +0000

Read the Merger Agreement between Shuanghui International Holdings Ltd. and Smithfield Foods Inc.

I’ve also added a new category for Real Estate Purchase and Sales Agreements.

SEC EDGAR Robots.txt

Ken Chan — Wed, 05 Jun 2013 07:09:22 +0000

For a long time, a lot of data in securities filings was hidden by obscurity. Sure, the SEC offered a full text search of EDGAR filings, but it only spanned the last four years. And, if you actually tried to use the full text search, it wasn’t too fruitful an experience.

Here’s a search for offer letter:

Not particularly illuminating.

However, something changed about a year ago. On May 1, 2012, the robots.txt file from the sec.gov website looked like this:

User-agent: *
Disallow: /Archives
Disallow: /Archives/bin
Disallow: /Archives/dev
Disallow: /Archives/etc
Disallow: /Archives/ftp
Disallow: /Archives/gopher
Disallow: /Archives/tmp
Disallow: /Archives/usr
Disallow: /cgi-bin
Disallow: /bin
Disallow: /oursite/previews
Disallow: /edgar/vprr

Source: Internet Archive

On the following day, the robots.txt file looked like this:

User-agent: *
Allow: /Archives/edgar/data
Allow: /Archives/edgar/vprr
Disallow: /Archives/bin
Disallow: /Archives/dev
Disallow: /Archives/etc
Disallow: /Archives/ftp
Disallow: /Archives/gopher
Disallow: /Archives/tmp
Disallow: /Archives/usr
Disallow: /cgi-bin
Disallow: /bin
Disallow: /oursite/previews
Disallow: /Archives/edgar/vprr/XXXX
Disallow: /Archives/edgar/vprr/vprr_removal
Disallow: /Archives/edgar/vprr/bin

Source: Internet Archive

The big change was this line that allowed search engines, such as Google, to index EDGAR data:
Allow: /Archives/edgar/data

Now you can use Google to search for an offer letter in the EDGAR archives. The results are much better than the SEC’s full-text search.

Something New, Something Old

Ken Chan — Wed, 29 May 2013 09:27:05 +0000

Added the Tableau Software Inc. contracts, which Tableau Software had filed last month in anticipation of its IPO.

You can also find more 3dfx Interactive Inc. contracts and Borders Group Inc. contracts.

Heinz Merger Agreement

Ken Chan — Thu, 28 Mar 2013 10:46:32 +0000

The H. J. Heinz Co. contracts page now features the Merger Agreement between Heinz and Hawk Acquisition Holding Corp. (3G Capital Partners, Ltd. and Berkshire Hathaway Inc.)

Dell Buyout Agreement

Ken Chan — Tue, 12 Feb 2013 10:17:24 +0000

Although the agreement is described as a buyout, it is actually a Merger Agreement between Denali Holding Inc. and Dell Inc.

A123 Systems Contracts

Ken Chan — Wed, 12 Dec 2012 12:29:28 +0000

I’ve added A123 Systems, Inc. contracts to the website, including its purchase agreements, manufacturing agreements, supply agreements and development agreements with Black & Decker, BAE Systems, Fisker Automotive and DaimlerChrysler.

Shutterstock Contracts

Ken Chan — Fri, 05 Oct 2012 07:42:31 +0000

Last May, Shutterstock, Inc. filed a Form S-1 Registration Statement with the U.S. Securities and Exchange Commission. You can find the Shutterstock Inc. contracts from the filing on our website.

In their S-1 statement, I noticed that company listed the use of “open source” software as a risk factor. The company explained that “[s]uch open source licenses typically require that source code subject to the license be made available to the public and that any modifications or derivative works to open source software continue to be licensed under open source licenses.”

If you use “open source” software in your business, keep this risk factor in mind.

Audience Inc. Contracts

Ken Chan — Wed, 12 Sep 2012 09:33:07 +0000

Audience Inc. recently issued a press release that “it is unlikely that OEM (Apple Inc.) will enable Audience’s processor IP in its next generation mobile phone.”

Audience Inc. contracts have been added to the site, including the Master Development and Supply Agreement, as well as the Statement of Work, between Apple Inc. and Audience Inc.

AuthenTec Contracts

Ken Chan — Tue, 21 Aug 2012 09:49:06 +0000

AuthenTec Inc. contracts have been added to the site. You can find the Agreement and Plan of Merger, Development Agreement and Intellectual Property and Technology Agreement with Apple Inc.

Marissa Mayer Employment Agreement with Yahoo! Inc.

Ken Chan — Wed, 25 Jul 2012 09:28:29 +0000

Under the Offer Letter from Yahoo! Inc. to Marissa Mayer, Ms. Mayer will be receiving an annual base salary of $1,000,000, which was the same rate for Scott Thompson and Carol Bartz.

See: Yahoo! Inc. contracts