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Transactional Lawyering: Sources and Tips

Transactional Lawyering

About This Guide

Transactional Lawyering - the practice of bringing people and companies together through thorough research of process, due diligence, documentation, and negotiation.

This guide introduces some of the best sources of information for new lawyers doing transactional work, whether that is M&A, Real Estate, Corporate Formation and Finance, or Tax.  

For a good review of the competencies a new transactional lawyer should master, see 

Best Bet for Online Transactional Resources

The Lexis Practice Advisor, Westlaw's Practical Law, and Bloomberg's Corporate Transactions Workflows are good places to start researching transactional law areas. 

Lexis Practice Advisor

Practical Law

Bloomberg Law Corporate Transactions

Transactional Lawyers' Library: Recommended Books

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

Forms

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 "Form Finder" tab on Westlaw or the "Practice Advisor" Tab on Lexis Advance. ​

General Practice Forms

Model Documents and Agreements

Cost Saving Tip

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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 first page on Westlaw.  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

Best Bets

Featured Blog

The CorporateCounsel Blog

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M & A

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

Featured Blog

Deallawyers.com

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Real Estate Transactions

Your Best Bet

Powell on Real Property

Powell on Real Property volumes  The go-to real property treatise for the Supreme Court, and now for you, too.  Search or browse it on Lexis Advance.

Sites You'll Like: Real Estate

Securities

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.

Featured Blog

Securities LawProf Blog

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Tips for Success

Ten Tips for Success

  1. Keep "to do" lists for both general responsibilities and specific projects.
  2. Enter your time 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.  As a summer associate, you are there to learn how the firm works.
  4. Keep separate files 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 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 - don't hesitate to ask. Your HLS librarians are also a resource, even during the summer.  Just call 617-495-4516 for help or send an email to research@law.harvard.edu.
  8. Return all client phone calls and emails promptly, even if your reply is simply that you'll have to respond with more detail later.
  9. Treat your administrative assistant as if he or she knows more than you do.  Ask 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. 

Additional Transactional Law Resources

Here's some additional excellent sources:

Bankruptcy

William Miller Collier, Collier on Bankruptcy (16th ed.)
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. Volumes 10 & 11 contain a comprehensive collection of bankruptcy pleading and practice forms. Legislative histories of bankruptcy legislation are also included.

Intellectual Property

Some leading treatises:

Taxation

Tax considerations play an important role in many corporate transactions.  Tax practitioners use specialized publications and research methods.  This HLS Tax Law Research Guide will give you a great start on your tax research.

Alerts

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 access 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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