Quick Answer
Bankers pull data from five source types (commercial databases, proprietary deals, regulatory filings, company sites, media) into five analyses. The Exchange Act of 1934 governs periodic reports, ownership filings (13D active, 13G passive) at 5%, Form 13F, proxies, and insider Forms 3, 4, 5. Banking and research sit behind an information barrier.
This unit: sources, uses, Exchange Act clocks, and communication walls.
Which Questions Cover Where the Data Lives?
- Five source categories: commercial databases (Bloomberg, FactSet, Capital IQ), proprietary databases (the firm's own deals), regulatory sources (EDGAR, EMMA), company sites, and media.
- EDGAR is the SEC's filings database; EMMA is the MSRB's parallel for municipal disclosure.
- Four data categories: financial (balance sheet, income, cash flow), performance (KPIs, same-store comps, churn, backlog), issuance (offerings), transaction (M&A).
How Is Data Used Across the Five Analyses?
- Five analyses, broad to narrow: industry and market trends, individual company, comparable company (trading comps), relative positioning, precedent transactions.
- Trading comps use multiples from public peers (live data); precedent transactions use multiples from past M&A deals (announced-deal data), which run higher because of the control premium.
- Relative positioning: premium (above median), in line (at median), or discount (below median).
What Do the Exchange Act Reports, Schedules, and Forms Require?
- Periodic issuer reports: Form 10-K (annual, audited), Form 10-Q (quarterly, unaudited), Form 8-K (current event), plus a transition report on a fiscal-year change.
- Two parallel reporting tracks (exchange-listed, registered-offering) share form contents but differ in obligation source. Filer status is set by public float, not revenue.
- Ownership filings at the 5% beneficial-ownership threshold: Schedule 13D (active) and Schedule 13G (passive).
- Form 13F: institutional managers with discretion, measured on the last trading day of any month; long positions only (no shorts, cash, or most derivatives); only SEC-listed securities count.
- Proxy filings (Schedule 14A): definitive (DEF 14A) when mailed; preliminary (PRE 14A) only for non-routine matters.
- Insider Forms 3 (initial), 4 (changes), 5 (catch-up) cover officers, directors, and beneficial owners of more than 10%.
- Short-swing profit recovery is strict liability: intent and MNPI do not matter.
What Communications Are Permissible With Clients and Internally?
- Bankers may gather and verify client modeling inputs: projections, customer concentration, working-capital assumptions.
- When MNPI is involved, bankers sit on the private side of the information barrier and coordinate with legal and compliance.
- Two client documents: the engagement letter (scope, fees) and the nondisclosure agreement (NDA).
- Marketing materials need review and approval before distribution.
Exam Tip: Gotchas
Banker-to-research is the most heavily regulated internal conversation. The line is influence over the recommendation, not zero contact: bankers can receive published research like any client but cannot pressure a rating or target price.
How Must Research Analysts Conduct Themselves?
- Banking may not supervise or control analysts, and analyst compensation may NOT be tied to banking transactions or revenue (firm revenue and research quality are permissible factors).
- Prohibited: analysts may not join pitches or road shows.
- Quiet periods bind different groups: IPO binds any underwriter or dealer; secondary binds only managers and co-managers. Booster shots are prohibited.
- Required disclosures include conflicts, rating-system definitions, banking compensation, and manager status.
Which Numbers Matter Most?
| Item | Value |
|---|---|
| Ownership-filing threshold (13D / 13G) | more than 5% beneficial ownership |
| Passive-investor 13G ceiling | less than 20%, no control intent |
| Schedule 13D / 13G (passive) initial filing | 5 business days of crossing 5% |
| 13G QII initial, or routine 13G amendment | 45 days after quarter end |
| Schedule 13D amendment | 2 business days of a material change |
| 13D / 13G materiality guide | 1% or more of the class |
| Form 13F | $100 million+ with discretion, quarterly within 45 days |
| Form 8-K deadline | 4 business days after the event |
| Form 10-K deadline | 60 / 75 / 90 days (by filer tier) |
| Form 10-Q deadline | 40 / 45 days after quarter end |
| Filer float tiers | large accelerated $700M+; accelerated $75M-$700M; non-accelerated under $75M |
| Preliminary proxy (PRE 14A) lead time | at least 10 calendar days before mailing |
| Insider Forms 3 / 4 / 5 | 10 days; 2 business days; 45 days after fiscal year end |
| Insider status threshold | beneficial owner of more than 10% |
| Short-swing profit window | 6 months |
| Quiet periods | IPO 10 calendar days; secondary 3 calendar days |
| Research-report look-back on manager status | 12 months |
| Trading comp set size | 5 to 15 public peers |
Which Gotchas Trip Students Up?
- The 13D / 13G clocks were shortened from 10 calendar days to 5 business days; older study material is wrong.
- A non-manager syndicate member can publish on the issuer immediately after a secondary prices, since that quiet period binds only managers and co-managers.
How Do You Remember the Ownership and Insider Clocks?
- 13D = D for the deal-maker (fast clock). 13G = G for the gentle giant (slow clock).
One-Breath Recap
This unit pulls data from five source types (databases, proprietary deal history, EDGAR/EMMA filings, company sites, media) into five analyses running broad to narrow, ending in trading comps and precedent transactions (which may carry a control premium); the Exchange Act of 1934 supplies the filings, periodic reports, ownership filings at 5% (13D active, 13G passive), Form 13F, proxies, and insider Forms 3, 4, 5, backed by strict-liability short-swing recovery; client work runs under engagement letters and NDAs, and MNPI keeps the banker on the private side of the wall from research, which cannot join pitches, must observe quiet periods, and must disclose manager status.
Need more than the recap? Read the full Collection of Data unit.