How to read a company filing for ownership and control

In a 10-K and proxy statement

• Who owns it: the table of security ownership of beneficial owners and management (Item 12 of the 10-K, often found in the proxy statement). It lists holders of more than 5% and the shares held by directors and officers.
• Who runs it: directors and executive officers (Item 10, usually in the proxy statement), including any right a shareholder has to nominate directors.
• Who it deals with: certain relationships and related transactions (Item 13): loans, supply deals and licenses with owners or their affiliates.
• What it owns: the list of subsidiaries (Exhibit 21), showing each subsidiary and where it's organized.
• Who it owes: the debt notes in the financial statements and the liquidity discussion: lenders, guarantees and any pledge of shares or assets.
• What it signed: material contracts filed as exhibits, often including license, supply and loan agreements.

What to write down as you go

• Each owner, its stake and the date the filing gives for it.
• Who sits above each owner: for a fund, who manages it and who controls the manager.
• Board seats, officer appointments and any right to name them.
• Lenders, guarantees and pledges, with amounts where given.
• License, supply and service agreements with any foreign party.
• The document, page and date behind every one of these.

Watch for numbers that don't line up between documents, such as a subsidiary called "wholly owned" in one place and "majority-owned" in another. Those gaps are often where the real questions are.

Next: tracing state-linked investors

General information, not legal or tax advice.