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Transactional Research

Transactional Research. Sheri Brenden Research/Training Librarian 2013 – Bridging the Gap. X. No-Shop. Sandbagging. Bear Hug. Transactional Research?. What is it? Who needs it? What sources or tools are available? How do you deal with these research requests?.

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Transactional Research

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  1. Transactional Research Sheri Brenden Research/Training Librarian 2013 – Bridging the Gap

  2. X No-Shop Sandbagging Bear Hug

  3. Transactional Research? • What is it? • Who needs it? • What sources or tools are available? • How do you deal with these research requests?

  4. Transactional practices involve doing deals Subtitle

  5. Transactional Practices • Corporate • Securities • Finance • Some IP • Bankruptcy • Real Estate • Tax Involves -- SEC rules and regulations, Stock market rules, State corporation and LLC laws, UCC, Sample or model docs, Tax codes, Executive agency information Deal-specific “know-how” Forms

  6. Who needs help with transactional research? • New Associates – Law school mostly prepares them for litigation • Seasoned attorneys – They know they don’t want to invent agreements and clauses from scratch and they value good sources.

  7. Corporate Practice • Mergers & Acquisitions • Business Entities • Private Equity • Alliances and Joint Ventures

  8. Corporate Practice Resources • Practical Law Company • DealLawyers.com – Executive Press • CCH Intelliconnect • Sec. of State web sites

  9. Print Corporate Resources • BNA Corporate Practice Series • Minn. Practice Series – Methods of Practice and Corporation Law and Practice • Fletchers Cylopedia of the Law of Corporations and Fletcher corporation forms annotated

  10. Securities Practice • Securities offerings (raising money) • Periodic reporting and disclosure • Corporate governance • Advising on annual meetings, committees, structure

  11. Securities Practice Resources • Knowledge Mosaic • Practical Law Company • CCH Intelliconnect • RBSource • CorporateCounsel.net – Executive Press

  12. Tax Tax implications of various transactions - Joint Venture Acquisition Asset purchase

  13. Tax Resources • RIA Checkpoint • CCH Standard Federal Tax Reporter • CCH State Tax Guide: All States

  14. Other Practice Areas • IP – MB IP Library and CCH Intelliconnect • Employment – BNA Labor and Employment Library and Practical Law Company -

  15. Sample request #1 Find resources that discuss buy-sell agreements among shareholders of closely held corporation

  16. Define your terms & concepts • What is Buy-Sell agreement? • PLC has a great glossary • Other options: lexisweb.com or AmJur • Use that information to search for relevant articles

  17. 18B Am Jur2d Corporations § 1692 Repurchase agreements with corporate employees§ 1782 Problems when dealing with buy-sell agreements

  18. PLC Stockholders Agreement: Deadlock (with Mediation) Other Resolution Procedures • Buy-Sell Provisions. Some agreements provide that if the parties cannot resolve their differences, one of the stockholders has the right to buy the shares of the other stockholders. In these cases, the critical consideration becomes the price to be paid by the buying stockholder. For an example of these buy-sell provisions, see Standard Document, Stockholders Agreement (Two-party): Section 2.04.

  19. More Resources • Minnesota Practice Series – Methods of Practice 15.18 Buy-Sell Arrangements • Knowledge Mosaic (SEC documents referencing buy-sell and law firm memo)

  20. Sample Request #2 What does a BYOD Policy look like?

  21. Bring your own device • PLC has a standard document available in Word with drafting notes • Bloomberg BNA Labor & Employment Resource Center has an article from Sept. 2012 • “No Good Deed Goes Unpunished: The Unintended Consequences of Using Your Personal Devices for Work”

  22. Sample question #3 We helped a client purchase the assets of Company A in Israel. Now a creditor is asking my client to pay off Company A’s debt. How does Israel deal with successor liability?

  23. Take note of key terms • Look for variations that will illicit more options Instead of “successor liability” look for “purchase agreements” • Remember to check your own catalog

  24. Transactional best practices • Define terms; • Get familiar with the strengths and limits of your resources; • Note key terms and exploit them; • Remember to check your print options; • Ask your Librarian for guidance.

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