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
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.
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.
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.
The CorporateCounsel Blog
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."
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.
Securities LawProf Blog
Here's some additional excellent sources:
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.
Some leading treatises:
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 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.
BNA Email Updates (HLS only)
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.
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.
As on Lexis, you can set up automatic alerts on virtually any search in Westlaw. Just like Lexis - not free.
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