To check the backgrounds of U.S. people and companies, you will need access to:
* Accurint [http://www.accurint.com], ChoicePoint Online [http://www.choicepoint.com], AutoTrackXP [http://www.autotrackxp.coml, and/or another vendor to use for subject identification
* Dun & Bradstreet [http://www.dnb.com], for private company reports and executive biographies
* LexisNexis [http://www.lexisnexis.com], for news and public records
* Factiva [http://www.factiva.com], for news
* Pacer [http://http://pacer.psc.uscourts.gov/], for federal civil and criminal cases for most states
* CourtLink [http://www.lexisnexis.com/courtlink/ online], for county-level civil and criminal cases for some states
* Rapsheets.com, for criminal records for some states
If you have Westlaw, Hoover's Online, LIVEDGAR, and Dialog, you can cover even more bases. There are also many specialized resources you will need for certain jurisdictions or purposes.
Some great resources, including many public records, are available for free on the Internet. Here are several indispensable sites for locating these records:
* Search Systems [http://www.searchsystems.net/]
* BRB Publications, Inc. [http://www.brbpub.com/pubrecsites.asp]
* Center for Democracy and Technology [http://www. cdt.org/publications/020821courtrecords.shtml]
Before I explain the methodology of conducting a background investigation, I feel obliged to issue several disclaimers and point out what you will not find. First of all, many jurisdictions still have no online coverage of civil and/or criminal records. For these situations, you can hire someone to go to the courthouse to manually check for records involving your subject. Several document retrieval companies will love to take your money for providing such a service; these include:
* Washington Document Service: http://http://www. wdsdocs.com/company.htm; 800-728-5201
* CourtLink Document Retrieval Services: http://www. courtlink.com; (866) 540-8818
* Others are listed at the BRB Publications site: http:// www.brbpub.com/prrn
My second disclaimer has to do with the issue of criminal records in general. We, as common citizens, do not have access to the National Crime Information Center (NCIC) database maintained by the FBI. This much-coveted database is used primarily by law enforcement personnel. Do not believe any vendor who claims access to this database. If they have it, they have it illegally.
My final disclaimer is that you too need disclaimers. Even if we check a wide range of sources, we cannot guarantee to detect all relevant information. The Securities and Exchange Commission (SEC) may have an investigation underway involving your subject that the company has not yet disclosed or news reporters tracked down. You will need to include disclaimers in the report you deliver.
Here's an example of a general disclaimer:
The purpose of this report is to provide information
on the subjects you have identified, with an emphasis
on adverse findings. We searched online
databases that provide extensive breadth of coverage
in all areas of business and litigation. However,
due to limitations of scope provided by the databases,
we cannot say with certainty that all relevant
information was detected.
Getting Started: Subject Identification
First, figure out whom you are investigating; this is not always as easy as it sounds. Suppose you are asked to investigate Boca Brokers Inc., a hypothetical small brokerage firm in Boca Raton, Florida. We will use this as an example in going through the research process. The founder and chief executive officer (CEO) of Boca Brokers is Jason Oriolanda and the chief financial officer (CFO) is Randy Jones.
You will soon gain a new appreciation for distinctive names. Common names, on the other hand, will become the bane of your existence. But do not worry, we have ways of finding the real Randy Jones.
There are several steps that must be completed upfront:
* Look at the company's Web site, if available. Gather all relevant information about the company's history, services, recent press releases, and executive biographies.
* Verify the company name. Check the incorporation record, available either free on state Web sites (see Search Systems link above) or for a fee on vendor databases such as LexisNexis or ChoicePoint Online.
* Obtain a Dun & Bradstreet report or recent SEC filings. For a private company, Dun & Bradstreet's Business Information Report will often give you more information 011 the executives. For a public company, look at the most recent proxy and 10-K filings, which list key executives, their ages, and biographies.
* Verify the executive names, obtain identifying information and address histories. Do this using Accurint,
ChoicePoint Online, AutoTrackXE or a similar vendor.
In our hypothetical example of Boca Brokers Inc., we go to the company's Web site and learn that Oriolanda started the concern in March 2002. The company provides general brokerage services. We also learn that Randy Jones's full name is Randall C. Jones.
Florida's Department of State has a great Web site for incorporation records: http://www.sunbiz.org/corpweb/ inquiry/cormenu.html.
The incorporation record for Boca Brokers confirms Oriolanda's and Jones' positions as company officers. The address given for the two executives is the same address as the company. Too bad--sometimes home addresses for executives appear in incorporation records.
Next, we pull a Dun & Bradstreet report on Boca Brokers, since this is a privately held company. We learn that Boca Brokers has five employees. In the "History & Operations" section of the report, an executive biography describes Jones as being born in 1959 and having worked for two companies, neither of which appeared in his biographical profile on Boca Broker's Web site. We will need this information on Jones to locate his address history and to search his background effectively in the news databases.
Armed with pretty good information about Oriolanda and Randall C. Jones, age 44 or so, we are ready to obtain their address histories. And that means it is time for an other disclaimer. In order to use vendors that provide this information, you must have an acceptable business reason as defined by the Gramm-Leach-Bliley Act (GLB), also known as the Financial Modernization Act (15 USC, Subchapter I, Sec. 6801-6809). Permitted uses under the Act include "fraud detection and prevention," but your legal counsel may need to review and approve the terms and conditions before using these services.
Assuming we have a legitimate GI.B purpose, we log on to Accurint and conduct a "People Search" for Jason Oriolanda in Florida. As we hoped, he is the only person with this name in the state. We pull a report that gives us Oriolanda's address history, corporate records that match his name/address, whether he has any bankruptcy filings, and various other bits of information. We learn that he has lived in Boca Raton, Palm Beach County, for the past 3 years. But before that, he lived in Denver County, Colorado, for 8 years. In the course of our investigation, we will want to find out what Oriolanda was up to in Colorado.
Next, we look for Randall C. Jones in Accurint. Instead of searching all of Florida, we enter Boca Raton as the city with a radius of 40 miles; this is a nice feature of Accurint when the precise city of residence is unknown. We also specify an age range of 43-46 for Jones. By narrowing our search in this way, we may zero in on the correct Randy Jones. The Accurint report on Jones tells us that he has lived in Palm Beach County for at least 12 years.
Research Process: Digging for the Dirt
Once you establish the basics on the company and/or people you are investigating, it's time to rattle the cages of the news and public record databases and see what falls out. The overall approach when conducting due diligence is to search as comprehensively as possible within your time and budget constraints.
Before we hit the news databases, we can check on some of the credentials of Boca Brokers, Oriolanda, and Jones. Since this is a brokerage business, the National Association of Securities Dealers (NASD) Web site [http:// pdpi.nasdr.com/PDPI/] should have information. These records will verify registrations, provide employment history for brokers, and let us know if any history of disciplinary actions against the firm or brokers exist. When we look up Oriolanda, the NASD record says "maybe" instead of "none" under Disclosure Events. We click on this and follow the prompts asking for our e-mail address. A few hours later (or the next day), we will receive a report listing the disciplinary action of arbitration proceeding. More than likely, we will also find news articles and descriptions of this incident later in our research.
Let's also check on whether the CFO is licensed as a certified public accountant (CPA) in Florida. The following site is a directory of all CPA licensing Web sites: http://www.cpadi rectory.com/professionalresources/index.cfm?pageid=161.
We search for Jones on the Florida Web site and find that he does not hold a CPA license in the state [https:// www.myfloridalicense.com/licensing/wl11.jsp?SID=].
Armed with good basic information on our subjects, it's time to search the news databases. We will search all dates and all sources, using a broad search strategy unless the results are too unwieldy. We'll also check more than one vendor for news, including LexisNexis, Factiva, and Dialog.
When searching for news articles on your subjects, keep these suggestions in mind (examples are in LexisNexis search syntax):
* Broad search strategies are best. Search for boca brokers not boca brokers inc!. Jason Oriolanda is a unique enough name to search without any qualifiers, e.g., Jason w/2 oriolanda. Review as many of the articles as possible. The idea is to get a handle on the company and the people, absorbing and analyzing the information along the way in order to understand what these people are about and whether or not they pose any risk to your organization.
* Tips for searching common names. If we search jones w/2 (randy or randal)l in NEWS; ALL-NWS, we will get too many false hits even for the most patient among us. To deal with common names, devise several strategies aimed at targeting your subject based on what you already know about the person.
* In the case of Randy Jones, we learned several important clues during the Subject Identification phase of our research, including his full name and employment history. First, try searching randall c jones. This yields a few false hits, but we also get a couple of press releases announcing a promotion at a prior brokerage firm. Next, we try a strategy combining his name with his current and previous employers: rand! w/2 (jones w/100 boca brokers of henderson investors or gator capital or fjc investments).
* We might also try strategies combining his name with other elements such as where he lives and/or his occupation or job title: rand! w/2 jones w/20 (boca raton or crescent ave!) rand! w/2 jones w/20 (cfo or chief financial or controller).These last examples may yield too many false hits, but the idea is to dig deep and creatively into the databases to find nuggets of information that may become critical pieces as you put the puzzle together.
* Tips for narrowing a search yielding too many hits. In our hypothetical example of Boca Brokers Inc., our news search yielded a manageable number of hits to review. But what about searching a larger company or a common name that generates too many hits? I recommend looking at news on a company for the last several months or more (depending on the magnitude of search results) just to be sure you have a good handle on recent events at the company. After this, you can try combining the subject's name with a string of what I call "risky words." The goal is to retrieve articles with any adverse news about the company or person. Here's an example:
(randall c jones or randall jones or randy
jones) w/200 (fraud! or defraud or improper
or embezzl! or bribe! or sanction! or
violat! or alleged! or allegation! or
indict! or desist or bilked or scam or
criminal or felony or misdemeanor or
censure! or irregularit! or illegal! or
investigat! or evasion)
If even this type of strategy generates too many hits, try running your search in major business/news publications and appropriate regional newspapers. Remember that using these methods to narrow your search also increases your chances of missing something important because of how words are phrased or events described. Also, you should customize your own list of "risky words" to suit the needs of your organization.
* Follow trails and hunches. Let's return to Boca Brokers. As we reviewed the articles that combined Jones with his previous employers, we learned that "fjc" in FJC Investments stands for Frinde Jones Cutler, and that Alan Frinde was the managing partner of this firm. Alan Frinde sounds familiar and, sure enough, he was mentioned as a "consultant" in several Boca Brokers press releases that we saw while reviewing the company's Web site earlier in our research. Following a hunch, we do a news search for frinde w/2 (alan or al). Some trails turn out to be dead ends, leading to nothing of consequence, but this one hits pay dirt. Our search yields article after article detailing how Frinde ran an investment scam back in the 1980s that cheated hundreds of investors out of millions of dollars. There is no mention of Jones or Oriolanda in these articles. Still, this is important information because Frinde is actively involved with Boca Brokers as a consultant and has previous business ties to at least one of its officers.
In addition to news databases, you must enter the often murky and ever-changing world of public records. This journey will take you through all kinds of known and unknown pitfalls due to inconsistent data, but most of us survive with nothing more than a headache. There are several types of public records available that are relevant to background investigations:
* Incorporation records
* Property and other asset records
* Civil lawsuits
* Criminal records
* Tax liens
* Civil judgment records
* Bankruptcy filings
* Records of violations and/or sanctions imposed by government or quasigovernmental agencies, including the SEC, Office of the Comptroller of the Currency (OCC), etc.
Unfortunately, there is no formula for conducting public records research. You must devise a research plan suited to each situation and the subjects under investigation. For example, if you are researching a banking institution, you should search for any Consent Orders issued by the OCC; for a brokerage firm, you should check for SEC and NASD sanctions. In most situations, you will want to review civil lawsuits/judgments/liens, check criminal records, and verify any bankruptcy filings.
Returning to Boca Brokers, here is our research plan for searching public records:
* Securities violations. As noted earlier, we have already checked the NASD Web site for our subjects' registration and disciplinary history [http://pdpi.nasdr.com/ PDPI/]. If the broker dealt with futures trading, we would also check the National Futures Association Web site at http://www.nfa.futures.org/basicnet/Search. aspx. Another key source is DOCKET;SANCTN on Lexis. Here we will find violation/sanction records from the SEC, NASD, stock exchanges, state mortgage regulators, state real estate regulators, and other federal and state agencies. Our search in DOCKET;SANCTN for Boca Brokers, Oriolanda, Jones, and Frinde yields hits on Oriolanda and Frinde. Both have been disciplined in the form of "cease and desist" orders by SEC regulators for their involvement in the previously mentioned investment scam. The sanction information on Oriolanda corresponds with the NASD record e-mailed to us earlier. The news articles we found on Frinde flesh out the details of this matter.
* Civil lawsuits, judgments, and liens. There are federal lawsuits, consisting of lawsuits filed in the U.S. federal court system, and nonfederal lawsuits, usually consisting of cases filed at the county level. Municipal civil lawsuits tend to involve small claims cases and generally do not concern due diligence researchers.
* To search federal lawsuits, you may use several vendors, including Pacer, Lexis, Westlaw, and CourtLink. You should also search federal and state case law decisions, which often include extensive details about a case if a judge has rendered a written decision on the lawsuit. Our Lexis search on the Boca Brokers subjects in DOCKET;USDKT and MEGA;NEWER finds no federal lawsuits.
* To search nonfederal cases, we will need to look at county records for Palm Beach County, Florida, and Denver County, Colorado, the two areas in which our subjects have been located or resided within the last 10 years.
* After comparing vendor coverage of Palm Beach County civil lawsuits, we find that Westlaw has some coverage of civil actions filed in Palm Beach County Circuit Court whereas Lexis and CourtLink do not. We will also order a manual courthouse search from a document retrieval vendor for civil lawsuits involving our subjects in Palm Beach County, since the online coverage may not be up-to-date.
* Our Westlaw search finds a few cases in which individuals have sued Boca Brokers. The index records give only basic details about the cases. If we want more information, such as the specific allegations, we will need to order a copy of the complaint from a document retrieval vendor.
* For civil judgments and tax liens we check DOCKET;FLJGT and DOCKET;COJGT on Lexis. Westlaw also has good coverage of lien and judgment records.
* Finally, we need to check Denver County, Colorado, lawsuits because Oriolanda resided there before moving to the Boca Raton area 3 years ago. CoCourts.com is the best online choice for searching nonfederal courts in Colorado.
* Criminal records. Rapsheets.com is a good source for criminal records, but you need to check the fine print detailing coverage for each county. For Palm Beach County, we find that it includes court records of misdemeanor and felony dispositions dating back to 1990. Our search for Oriolanda comes back clean. When searching for Jones, we have the option of entering his date of birth to narrow the search; he, too, comes back clean. To check Oriolanda's criminal record in Denver County, a search in CoCourts.com covers both civil and criminal cases.
* Bankruptcy filings. Many vendors offer information on bankruptcy filings, and coverage for most states is good. However, dates of coverage often differ among vendors. I recommend checking several sources for your subjects. In the case of the Boca Brokers subjects, we check the Accurint profiles, bankruptcy files on Lexis (DOCKET; FLBKT and DOCKET;COBKT), and Pacer No bankruptcy filings for our subjects were found.
Our research so far has included subject identification, comprehensive news searching, and public record searches targeted in jurisdictions relevant to our subjects. Of course, you should also see what you can find on the Internet using at least one of the general search engines such as Google, AltaVista, or AlltheWeb. You may find biographical information from an alumni newsletter that you would not find elsewhere. Or, there may be one of those "Company X Sucks" Web sites that, although of questionable quality, may give you leads that more reputable sources do not mention.
For public companies, investor message boards such as Yahoo! [http://biz.yahoo.com/I] and Raging Bull [http:// ragingbull.lycos.com/cgi-bin/static.cgi/a=index.txt&d= mainpages] can be good sources, taken with a hefty grain of salt, for rumors and speculation about the company.
There are also many specialized Web sites that should be checked, depending on the situation, such as The Diligizer Board, which maintains a "black list" of people allegedly involved in fraudulent investment transactions [http://pub159.ezboard.com/fdiligizerduediligence].
Analyzing Your Findings: Making Sense of It All
This is probably the most difficult component of the investigation process and also the hardest to teach or learn. It is one thing to have superior research skills and another to apply those skills when it comes to reviewing what you have found and interpreting which findings are relevant to a background investigation, especially when dealing with shades of gray rather than black and white. This is the kind of work that requires both good skills and good instincts.
Our hypothetical research on Boca Brokers yielded dark and light results. We found that both Oriolanda and Jones were previously involved in business endeavors with Alan Frinde, who is listed as a consultant to Boca Brokers. Frinde ran an investment scam in the 1980s that was shut down by regulators. Both Frinde and Oriolanda, who worked for Frinde at the time, were censured and fined by the SEC. Jones does not appear to have been involved in the seam, but was business partners with Frinde in a subsequent, now-defunct company. Those are the bottom-line facts that we will want to convey in our report.
This sort of work requires a blending of many skills and attributes, including curiosity, patience, determination, and a nose for things that smell fishy. It also requires the ability to think analytically and evaluate findings, not just churn out raw data and hand it over for someone else to figure out. In the simplest terms, a background investigation is meant to find out what you did not know but need to know about a subject. If you take on a background investigation, you must find and interpret those nuggets of information that fall into the "need to know" category.
Think in terms of the bottom line. It is important to separate the routine from the materially relevant. Looking back at your findings, are there points about the subjects that raised red flags? If you found no red flags but many "shades of gray," try dividing your findings into categories such as "financial difficulties," "shareholder lawsuits," or "changes in management." Be organized, think analytically, and keep your focus on the bottom line in terms of anything that could be a risk factor.
Reporting the Results: Telling the Story
Whether you give your findings verbally or in writing, keep in mind that your report should be accurate and clear, conveying whatever is relevant to the situation. I like to think of this work as ending with the telling of a story--not fiction, but facts presented in a manner that relays the essence of what the company and people are about based on what I could find out through publicly available sources.
Important business decisions may rest on your findings. This makes it imperative to be sure you get it right. I once reported on the shady business dealings of an insurance broker with a common name in Texas. I felt certain it was the same individual as my subject because his age, city of residence, and line of work all matched up. But it turned out to be someone completely unrelated to my subject. These incidents will humble you. It is not easy work and situations of mistaken identity do happen. It is a delicate balance between performing a background investigation with confidence and becoming too arrogant with that confidence. May the skill and instincts of Agent 007 be with you.
Specialized Vendors
Access Kansas
http://www.accesskansas.org/on line-services, html
Public records, including civil and criminal cases, for several Kansas counties.
Access Plus / Law 8ulletin
http://accessplus.lawbulletin.com
Public records, including civil lawsuits, for Northern Illinois jurisdictions.
Alacourt.com
http://www.alacourt.com/
Trial court records for counties in Alabama.
CoCourts.com
http://www.cocourts.com/
Public records, including civil and criminal cases, for Colorado counties.
Dialog Datastar
http://www.datastarweb.com/
Good coverage of European news sources.
Global Securities Information Inc.
http://www.gsionline.com/info.htm
LIVEDGAR search platform for SEC and EDGAR documents.
Infomart
http://financialpost.infomart.ca/
Good coverage of Canadian news sources.
ISI Emerging Markets
http://www.securities.com/
News and other informational sources covering countries in Latin and Central America, Eastern Europe, and Asia.
KYC News Inc.
http://www.offshorebusiness.com/
Formerly Offshore Business News & Research Inc. Coverage of offshore financial crime issues and litigation, including civil cases in the Cayman Islands and Bermuda.
Merlin Information Services
http://www.merlindata.com/
Strong coverage of California public records.
Quicklaw
http://www.quicklaw.com/
Strong coverage of Canadian litigation.
SLED
http://www.sled.state.sc.us/default.htm
South Carolina Law Enforcement Division database of criminal records in the state.
Strategis
https://strategis.ic.gc.ca/sc_mrksv/bankruptcy/bankruptcySearch/engdocl?i cservices=e_ban
Coverage of Canadian bankruptcy filings.
Tolfin
http://www.targetnewspapers.com/
Hong Kong company and people information, including legal actions.
Key Web Sites for Background Investigations
Corrections.com
http://www.corrections.com/links/viewlinks.asp?Cat=20
Links to prison inmate locator Web sites by state.
The Diligizer Board
http://pub159.ezboard.com/fdiligizerduediligence
A resource created "for those who seek information regarding the backgrounds of and/or the experiences others have had with individuals/entities who/which have offered or are offering fraudulent investment transactions...."
Federal Bureau of Prisons Inmate Locator
http://inmateloc.bop.gov/locatordocs/NameSearchPage.jsp
Directory of individuals who are or were inmates in a federal prison since 1982.
Federal Deposit Insurance Corporation (FDIC) Enforcement Decisions and Orders
http://www.fdic.gov/bank/individual/enforcement/index.html
Search for FDIC enforcement actions.
GuideStar
http://www.guidestar.org/
Information on nonprofit databases including the organizations' recent Form 990s filed with the Internal Revenue Service.
National Association of Securities Dealers Public Disclosure Program
http://pdpi.nasdr.com/PDPI/
Look up brokerage firms and licensed broker dealers and check their disciplinary history.
National Futures Association
http://www.nfa.futures.org/basicnet/search.aspx
Search for futures-related regulatory enforcement actions and arbitration proceedings.
Office of Foreign Assets Control, U.S. Department of Treasury
http://www.treas.gov/offices/eotffc/ofac/
Includes Specially Designated Nationals (SDN) and Blocked Persons List, which contains names of alleged terrorists and other "most wanted" suspects.
Office of the Comptroller of the Currency (OCC) Enforcement Actions
http://www.occ.treas.gov/enforce/enf%5Fsearch.htm
Search for OCC enforcement actions.
Search Systems
http://www.searchsystems.net/
Indispensable site with links to public records by state, county, and beyond.
Securities Class Action Clearinghouse, Stanford Law School
http://securities.stanford.edu/
Includes extensive information on many class-action securities lawsuits.
The Smoking Gun
http://www.thesmokinggun.com/search/search.html
Owned by Court TV, this site includes documents on high-profile court cases and scandals.
U.S. Newspaper List
http://www.usnpl.com/
Links to newspapers and media outlets by state and city, including many small-town newspapers not covered by online vendors.
U.S. Securities and Exchange Commission, Form ADVs
http://www.adviserinfo.sec.gov/IAPD/Content/lapdMain/iapd_SiteMap.asp
Search investment advisor firms' Forms ADV, which includes a section on disciplinary history.
U.S. Securities and Exchange Commission, titillation Releases
http://www.sec.gov/litigation/litreleases.shtml
Listings, by date, and full text of civil lawsuits brought against companies and individuals by the SEC.