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Transactional Lawyering: Sources and Tips

Transactional Lawyering Home

About This Guide

This guide introduces some of the best sources of information for new lawyers doing transactional work.  For additional recommendations by subject, see this guide or our full list of research topics. You can suggest useful sources to add using the "Feedback" tab, and you can also subscribe to an RSS feed that will notify you of new additions to this guide. 

For assistance with specific research questions relating to your summer job, we recommend talking with your firm librarian, or please feel free to contact a HLS research librarian at 617-495-4516,, or by using the chat box on the right.

Transactional Lawyers' Library: Recommended Books for New Associates

These relatively inexpensive volumes may not only help you with the practicalities of your summer work - they may also help you to discover whether a particular legal subspecialty is a good fit for you. 


Quick Access to Forms

You don't have to start from scratch when drafting.  First, check your own firm's workproduct database or document management system (if available) for sample documents.  If you need more, you can turn to forms databases (these may also be available in book form in your library) or use the handy "FormFinder" tab on Westlaw or the "Transactional Advisor" Tab on LexisNexis. 

Here are just a few of the leading forms sources:

General Transactional Form Sources

American Jurisprudence Legal Forms 2d (West Group, updated annually )

Alphabetically arranged multi volume set of legal forms, with a detailed index, that is updated annually. Each volume contains form drafting guides, text discussion, notes on use, and sample forms. Provides references to West Key Number System and American Jurisprudence 2d.

Fletcher Corporation Forms Annotated

A very comprehensive source of corporate forms. "[C]ontains the full text of Fletcher Corporation Forms Annotated, by William Meade Fletcher, various contributing authors, and the Publisher's editorial staff. Fletcher Corporation Forms Annotated is a thirty-one volume treatise published by West, a Thomson business. "

Rabkin & Johnson Current Legal Forms with Tax Analysis
Nichols Cyclopedia of Legal Forms - Business Organizations

"Forms, clauses, and checklists that relate to Business Organizations law"

Warren's Forms of Agreement
"Warren's Forms of Agreements is an 8-volume set consisting of numerous well-defined, well-prefaced forms covering nearly every transaction that an attorney will encounter in a business practice... Topics covered include: * business organizations * computer agreements * real estate * commercial loans * intellectual property. A unique offering in the last volume is an entire section dedicated to boilerplate clauses, providing a selection of clauses from which the drafter may draw to customize a form." Also available in print.
West's Legal Forms

Provides forms, commentary, analysis, and checklists for drafting transactional documents.  Includes forms for: Business Organizations, Debtor-Creditor Relations, Leasing, Service Agreements and much more.  Includes index and table of statutes and rules.  References to West's Key Number System.  Updated Annually.

Model Documents

Model Documents: Business Organizations via Westlaw

"Model Documents: Business Organizations is the new destination for researching the documents, contracts and agreements commonly associated with business organization transactions. [C]ontains business organization agreements, contracts and other documents filed as exhibits with the SEC."

Model Documents: Lexis Precedent Search

This resource is located throughout You can:
  • Go to the TRANSACTIONAL ADVISOR tab. “Select Clauses, Defined Terms or Documents” under “Drafting Tools.” OR
  • Go to the LEGAL tab > Areas of Law – by Topics > Contracts > Search Forms & Drafting Instructions. Select either “Precedent Document Search,” “Precedent Clause Search,” or Precedent Defined Terms Search.” Click Continue. 

Real Estate Forms


Westlaw - All State and General Real Property Forms, Clauses and Checklists.

LEXIS Clause Library - Real Property Law

"[C]ontains clauses from thousands of different legal instruments covering the following topics: condominiums; cooperatives; construction; financing, leasing and managing property; and sales, exchanges and transfers."

Securities Forms

Securities forms from the SEC -

Cost Saving Tip

$$ Use FormFinder on Westlaw to get quick access to legal, business and transactional forms, checklists, contracts and clauses.  You don’t need to remember a database name, or pay too much searching several different databases, because you can access FormFinder directly through the tab at the top of your screen.  FormFinder’s search template can make finding the form you need quick and easy.  With one search, you save expense and time and get to a ready-to-use form.

Corporate Financing and Governance

Featured Blog

The CorporateCounsel Blog


Your Best Bets

Corporate Finance and the Securities Laws Corporate Finance and the Securities Laws

Covers a wide range of corporate finance issues from commercial paper to liabilities and due diligence, to international financings.

 Financing the Corporation (on Westlaw)

Strategies and procedures for setting up a corporation's capital structure;  public sale of securities and distributions to stockholders; various state and model act rules; and procedures for authorizing and issuing stock and drafting subscription agreements. Explains registration requirements and exemptions, tax and accounting considerations, and negotiation provisions for various classes of stock.

Fletcher's Cyclopedia and Forms (on Westlaw)

Contains the full text of Fletcher Corporation Forms Annotated, and the full text of Fletcher Cyclopedia of the Law of Corporations, a thirty-three volume treatise.  Also available in print.

Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions by Jack S. Levin et al

Particularly useful for its treatment of tax issues.

Venture Capital & Public Offering Negotiation by Michael J. Halloran

Venture Capital and Public Offering Negotiation by Michael Halloran, et al.

Recommended by corporate practitioners as "an excellent resource on the variety of laws and legal issues related to venture capital and private equity investments."

Cost Saving Tip

$$ On Lexis Nexis, save money by browsing the Table of Contents (TOC) when you are looking at statutes, rules or treatises.  Expand the + signs to see the individual chapters & sections to determine if a section is appropriate to view.  When you click on a document (the light blue links) you are charged only for pulling a document via a citation, a much lower charge than for a search.

M & A

Featured Blog



Your Best Bets

Mergers, acquisitions, and buyouts. Transactional analysis of the governing tax, legal, and accounting considerations. Martin Ginsburg and Jack Levin. 

Don't do M&A without it.  Includes model documents, checklists, solutions to negotiation problems, and careful attention to tax and legal consequences of all M&A options.  Available in a 5-volume print set, or on CD-ROM.  You could also ask your firm librarian if you have access to the CCH Mergers & Acquisitions Expert Library on IntelliConnect, an "integrated M&A checklist of key works by Martin D. Ginsburg and Jack S. Levin, the nation’s top experts in the area of mergers and acquisitions."

Sites You'll Like: M&A

Client Service Tips

?? Be sure to ask questions about your firm's standards for client service. 

Some suggested best practices:

  • Always respond to client communications within 24 hours - preferably sooner.
  • Be cautious on communicating sensitive information via email, or verbally in a non-private space.
  • Communicate with your supervising attorney(s) before you miss a deadline.  There may be very good reasons that you need more time, but don't wait until the last minute to ask for a deadline extension, in case the information has been promised to the client for a specific time.
  • Do be prepared with all the documents and notes you will need when you are in a meeting or on a phone call with clients.  Your time is their money.  It often helps to jot down an outline of what you plan to communicate.

Real Estate Transactions

Search the Catalog

Your Best Bet

Powell on Real Property volumesPowell on Real Property

  The go-to real property treatise for the Supreme Court, and now for you, too.  Search or browse it on LexisNexis or use the 17 volume print version.

Sites You'll Like


Featured Blog

Securities LawProf Blog


Your Best Bet

Sites You'll Like: Securities

There's no shortage of places to find securities related information.  Below are a few specific web pages at the SEC and other sites that may be particularly helpful to a new associate.

More, More, More

Ten Tips for Success

  1. Keep "to do" lists for both general responsibilities and specific projects
  2. Enter your billables at the end of each day.  Keep your time entries detailed and in the active voice.
  3. Take excellent notes and ask questions sooner rather than later.  Especially as a summer associate, you will only look "dumb" if you don't ask questions.
  4. Keep a separate fileholder ("redweld") and notebook for each matter you are assigned to.
  5. Keep your supervising attorney(s) informed of your status. Show them you are reliable, and know that they understand that junior attorneys sometimes run into difficulty on an assignment.  Honesty and forthrightness are by far the best policy -- apologize for any mistakes, and move on.
  6. Don't overextend yourself.  Doing less work is always preferable to doing poor-quality work, or missing deadlines.  Exhausting yourself is also unwise - you are in a marathon, not a sprint.
  7. Your firm librarian can help you identify appropriate treatises, sources of forms and sample documents.  Even if your firm doesn't own a treatise or other source, they can usually borrow it for you within 24 hours - don't hesitate to ask. Your HLS librarian is also a resource, even during the summer.  Just call 617-495-4516 for help or use the chat box to the right.
  8. Return all client phone calls and emails within 24 hours, preferably sooner.  Try to use this rule for all communications, even if your reply is simply that you'll have to respond with more detail later.
  9. Treat your secretary as if he or she knows more than you do.  S/he does! Ask your secretary questions - how does she typically do a function, what's the standard way to organize X type of project, etc. 
  10. Be ultra-attentive to detail - that is perhaps the most important function of a junior attorney, and an easy way to shine.  No one is expecting you to make brilliant pronouncements on the law (hey, leave that for the litigators!). They are expecting that you will be meticulous, cautious, courteous and always prepared




Best Bets for Other Transactional Areas

The LexisNexis Transactional Advisor tab is a good place to start researching unfamiliar transactional areas.  Here's some additional excellent sources:


William Miller Collier, Collier on Bankruptcy (15th ed., rev.)
Also in print.  This multi-volume set is considered "a classic treatise on the law of bankruptcy which has been published continuously by the Matthew Bender Company since the passage of the Bankruptcy Act of 1898."  Updated monthly.

William L. Norton, Jr.,  Norton Bankruptcy Law and Practice 3rd.
This multi-volume treatise is organized in three parts -  introductory and historical aspects of bankruptcy law and practice; analysis of particular sections of the Bankruptcy Code; and bankruptcy-related subjects that may not correlate to a specific Bankruptcy Code section. Vols. 10 & 11 contain a comprehensive collection of bankruptcy pleading and practice forms. Legislative history of bankruptcy legislation is also included. Updated quarterly.

Intellectual Property

Use these leading treatises:

Chisum on Patents

McCarthy on Trademarks

Milgrim on Trade Secrets

Nimmer on Copyright


Tax considerations play an important role in many corporate transactions.  Tax practitioners use specialized publications and research methods.  These two research guides from Georgetown University Law Library, and the accompanying chart will give you a great start on your tax research.


Alerts are available from a wide range of sources, including government agencies (e.g., SEC), publishers (e.g., BNA) or databases (e.g., Lexis and Westlaw).  You can also use less formal sources such as a trusted blog to stay on top of the latest legal news.  Here's a list of a few good current awareness sources, some fee-based, some free.


Email Updates from the SEC

BNA Email Updates (HLS only)

Bloomberg News

If you have acccess to this at your firm, it's a great source of up to the minute information on everything corporate.  You can try it now for free at the Bloomberg workstation located near the fourth floor reference desk

LexisNexis alerts

You can set up an automatic alert about almost anything in Lexis.  However, outside of law school, they are not free, so be aware of costs.

Westlaw's WestClip

As on Lexis, you can set up automatic alerts on virtually any search in Westlaw.  Just like Lexis - not free.

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