Alaska Employment Law

Where to find them on-line

Yesterday’s post covered the value in finding executive employment contracts - they may, for instance, provide model contract language, or set a baseline for negotiating with the corporation on the terms of a severance or settlement package, or maybe for challenging the fairness of the company’s arbitration provisions.  The executive’s arbitration clause will undoubtedly be more even-handed that the one placed in the Employee Handbook.

An earlier post mentioned that a site called Onecle.com posts some employment agreements on-line.  A more comprehensive and up-to-date source, at least for publicly traded companies, is the Securities and Exchange Commission.

To access the SEC’s EDGAR (Electronic Data Gathering and Retrieval) System, go to www.sec.gov. On the home page, under EDGAR, click “Search for Company Filings.”  On the next page, click “Companies and Other Filers.”  That takes you to a page where you can enter the name of the company that interests you.  To eliminate bringing up lots of ownership forms, change the radio button from “Include” to “Exclude.”

Employment contracts with executives may (but need not) be filed with Form 8-K (Current Report) filings that contain information under Items 1.01, 1.02 or 5.02.  Such contracts must be filed (eventually) with Form 10-K (Annual Report) filings, as exhibits, or with Form 10-Q (Quarterly Report) filings, as exhibits.  For a company that has recently gone public, employment contracts with executives should be filed as exhibits to the related registration statement, typically Form S-1.  Note that a company can “file” by incorporating by reference to an earlier filing.  In that case, the reader should be directed to the appropriate earlier filing.

A sensible way to search for executive employment contracts of Company A, which has been public for a while, is to find the most recent Form 10-K of Company A and look for all the employment contracts filed with the Form 10-K, and then look for all subsequently filed Forms 8-K (tagged as Item 1.01, 1.02 or 5.02) and 10-Q.  If Company A has been filing things correctly (and setting aside registration statements, which are forms beginning with S-), that should locate all the executive employment contracts that are required to be filed.

Note that not all executive contracts are required to be filed.  SEC rules limit the obligation, generally speaking, to the agreements for higher ranking and higher paid executives.