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Legal Research Basics for Summer Clerkships: Transactional Resources

Transactional Resources Introduction

Transactional resources are relevant for business-related issues: business formation; mergers and acquisitions; sales; contracts; to name a view. Beyond traditionally thought of transactional resources - suggested language for contracts, statutes and regulations related to business formations, etc. - resources like 50 State Surveys or Bloomberg Law Chart Builders discussed in other sections of this LibGuide - may be extraordinarily useful in a transactional practice as well. This page provides a very basic overview of resources useful in transactional research, and is intended to introduce you to the types of resources available to help you get started when faced with researching a transactionally related issue. Keep in mind it is not comprehensive and you should explore each of the resources here, based on your specific needs, to see what they offer in the area you are researching. Finally, do not hesitate to contact me (Sandy Placzek, splaczek2@unl.edu) or to use the lawref@unl.edu email if you have reference questions that I or any of the other Schmid Law Library can help you with, even if they are work related. We are always happy to try to help and you will NOT be bothering us.

Treatises

Treatises are excellent resources to consult when working on transactional issues. Many are geared to practitioners and as result, they: (1) discuss the nuances of practice in the area; (2) provide relevant information in a succinct fashion; and (3) suggest other transactional-related resources. In addition, many provide other helpful information such as 50 state surveys, tables of cases, and suggested contract language.

Bruner and O'Connor on Construction Law (KF902 .B78 2002-) is an excellent example of a useful transactional treatise; it is available in print in the Schmid Law Library. Why might you want to consult a treatise? Look at the brief list of "highlights" of the types of information you can find in this treatise:

  • Chapters devoted to Contract Formation;
  • Insurance;
  • Warranties;
  • Remedies and Damage Measures;
  • 50 State Statutory Survey: Construction Defects;
  • 50 State Statutory Survey: Enforcement of Mechanics' and Materialmen's Liens

Legal Forms

"Legal Form Books" provide sample language and guidance on how to structure documents. On a state level, many Continuing Legal Education (CLE) materials include sample forms (see Box below: "Bar Association Resources" for some examples), and many state agency websites also include forms.

In Nebraska, as in other states, certain code sections provide detailed instructions on what types of information should be included when drafting a variety of transactional documents. Some examples from Nebraska Revised Statutes sections:

Where can you find forms in our law library or from Nebraska State Agencies?

  • West's Legal Forms - KF 170 .W47
  • American Jurisprudence (Am Jur) Legal Forms 2d - KF 170 .A542
  • Fletcher Corporate Forms Annotated - KF 1411 .F55
  • Nebraska Legal Forms Library - available online through the RESEARCH TOOLS box on the Schmid Law Library homepage (IP authenticated - access via the proxy server)
  • Bloomberg Law, Lexis Advance, and Westlaw Edge include a variety of forms
  • Nebraska Judicial Branch - see "Forms" link along the top of the page
  • Nebraska Secretary of State - there are two sections providing forms: (1) under the "Business Services" dropdown, go to "Corporate & Business", then "Forms and Fees"; and (2) under the "Uniform Commercial Code" dropdown, select "Information and Forms".

EDGAR & Secretary of State

On the Federal level, the EDGAR (electronic data gathering, analysis, and retrieval system) database compiles information about company operations and financial forms filed with the Securities and Exchange Commission (SEC). EDGAR can be accessed through:

Consult individual Secretary of State websites on the state level for similar business related information:

Bar Association Resources

Bar Associations frequently provide useful transactional resources. Some Nebraska specific examples include:

  • Continuing Legal Education Materials:  Nuts & Bolts of Legal Drafting For New Transactional Lawyers (KFN 150 .A75 N88 2013 - at the circulation desk)
  • Form Banks:  NebDocs (you must have a subscription to this to use)
  • Practice Materials:  2017 Nebraska Real Estate Practice Manual (KFN 126.Z9 N33 2017 - at the circulation desk)
  • Bar Association Journals (also available in Hein Online):  The Nebraska Lawyer

Other Online Resources

A brief, catchall category - includes resources such as:

Lexology -  a service providing "tailored updates and analysis to the desktops of business professionals worldwide on a daily basis." Create email newsfeed geared specifically to your individual interests; over 450 articles daily, from over 900 leading law firms.

Transactional Lawyer - a publication from Gonzaga University School of Law. A bi-monthly newsletter offering "advice to lawyers on how to structure and document commercial transactions and alerts transactional attorneys to recent legal developments that may affect their practice."

Bloomberg Law, Lexis+, PLI Plus, & Westlaw Edge

Each of these databases have a wealth of useful resources to assist you in researching transactional issues; highlights of each are provided below. Lexis+ & Westlaw Edge require individual logons ; please review the first page of this LibGuide for information regarding use of your school accounts over the summer. Bloomberg Law and PLI Plus can be accessed via the Schmid Law Library A to Z list

Bloomberg Law

Bloomberg Law has a wealth of transactional resources and is perhaps the most comprehensive database for transactional research and practice. Logging on provides access a number of different ways: the tool bar on the left has links to Practice Centers (links to specific centers such as Corporate or Securities), the Transactional Intelligence Center, the Business Intelligence Center, or Practitioner Tools. Alternatively, the Law School Success box permits access to targeted resources/information through links specific resources. All access points lead to a number of transactional resources including:

  • EDGAR Searches;
  • news/email alerts;
  • draft analyzer;
  • sample contract/deal language;
  • sample forms;
  • deal analytics;
  • checklists;
  • drafting advice;
  • practice tools;
  • toolkits (which include forms);
  • chart builders.

Highlights of the centers listed above include:

  • Transactional Intelligence Center includes direct links to the precedent database, the draft analyzer, EDGAR, deal analytics, chart builders, as well as other resources.
  • Business Intelligence Center includes direct links to people search, EDGAR, and deal analytics, as well as other resources.
  • Practice Centers: Corporate includes direct links to chart builders & state surveys, the Corporate Practice Series Portfolios, EDGAR, as well as other resources.
  • Practice Centers: Tax includes direct links to BNA Portfolios, practice tools including forms and sample documents, as well as other resources.

Lexis+

One of the best ways to access transactional resources through Lexis+ is Practical Guidance. Once you've logged on and proceeded to the main Lexis+ screen, on the left side of the page select the Practical Guidance icon. Once there, access information via practice area, content type, jurisdiction, or industry. The Tools & Resources "tab" also provides access to tools such as State Law Surveys and Smart Forms. In addition to familiar resources (e.g., cases, statutes, secondary sources), a variety of transactional related resources are available depending on the practice area.

  • The Content Type "tab" provides access to : (1) practice notes; (2) clauses; (3) checklists; (4) templates; and (5) articles.
  • The Jurisdiction "tab" organizes accesses information via specific jurisdiction.
  • The Industry "tab" organizes accesses by some selected, specific businesses.
  • The Tools & Resources "tab" provides access to a variety of resources including (1) smart forms; (2) training videos; (3) resource kits; (4) state law surveys; and (5) market trends.

Other useful resources and access points on Lexis Advance+  from the initial search page include:

  • Practice Area "tab" organizes and accessed information by practice area. Selecting "Business & Corporate Law", for example,  would be one way to find useful treatises in this area of the law.
  • Topics "tab" permits searching for a topic if you are unsure of what area of the law it might fall under if you are looking for resources in that area.
  • Sources "tab" permits searching to find a specific resource or title in Lexis+ so you don't have to scroll through a long list of results if you know a title.

PLI Plus

PLI Plus has a strong transactional focus. The resources in this database are very practically oriented. Researchers will find:

  • Books - especially useful for Treatises, Answer Books, & Course Handbooks. Some examples:
    • Treatises: Friedman on Leases; Kane on Trademark Law: A Practitioner's Guide; Commercial Ground Leases.
    • Course Handbooks: Basics of Mutual Funds and Other Registered Investment Companies (2021)
    • Answer Books: Business Liability Insurance Answer Book (2020 edition)
  • Forms & Checklists - over 3,300 fully searchable and downloadable forms from PLI treatises and course handbooks.
  • Transcripts - from PLI Continuing Legal Education programs.

Westlaw Edge (Thomson Reuters)

Practical Law. Once logged on to Westlaw Edge, instead of selecting Westlaw Edge on the drop down, select Practical Law. Select different "tabs" to access resources depending on what you are looking for. Explore each of the "tabs" to get a better sense of the organization and the types of information available. In particular, note some of the types of resources under the Resources Types "tab":

  • Practice Notes;
  • Checklists;
  • Standard Documents and Clauses;
  • Toolkits

Instead of selecting Westlaw Edge once you've logged on, some other useful transactional related resources available to investigate - easily understood by the database names:

  • Westlaw Doc & Form Builder
  • Drafting Assistant Essential