transactional research

Transactional Research

Sheri BrendenResearch/Training Librarian

2013 – Bridging the Gap

© 2013 Fredrikson & Byron, P.A.

X No-Shop

Bear Hug

Sandbagging

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

requests?

Transactional practices involve doing deals

Subtitle

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 informationDeal-specific “know-how”Forms

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.

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

Corporate Practice Resources

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

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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

© 2013 Fredrikson & Byron, P.A.

Securities Practice• Securities offerings (raising money)• Periodic reporting and disclosure• Corporate governance

– Advising on annual meetings, committees, structure

Securities Practice Resources

• Knowledge Mosaic• Practical Law Company• CCH Intelliconnect• RBSource• CorporateCounsel.net – Executive Press

© 2013 Fredrikson & Byron, P.A.

TaxTax implications of various transactions -

Joint VentureAcquisitionAsset purchase

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

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Other Practice Areas• IP – MB IP Library and CCH Intelliconnect

• Employment – BNA Labor and Employment Library and Practical Law Company -

Sample request #1Find resources that discuss buy-sell

agreements among shareholders of closely held corporation

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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

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18B Am Jur 2d Corporations

§ 1692 Repurchase agreements with corporate employees

§ 1782 Problems when dealing with buy-sell agreements

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PLCStockholders 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.

© 2013 Fredrikson & Byron, P.A.

More Resources• Minnesota Practice Series – Methods of

Practice 15.18 Buy-Sell Arrangements

• Knowledge Mosaic (SEC documents referencing buy-sell and law firm memo)

© 2013 Fredrikson & Byron, P.A.

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

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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”

© 2013 Fredrikson & Byron, P.A.

© 2013 Fredrikson & Byron, P.A.

Sample question #3We 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?

© 2013 Fredrikson & Byron, P.A.

Take note of key terms• Look for variations that will illicit more

optionsInstead of “successor liability” look for “purchase agreements”

• Remember to check your own catalog

© 2013 Fredrikson & Byron, P.A.

Transactional best practices

1) Define terms;2) Get familiar with the strengths and limits

of your resources;3) Note key terms and exploit them;4) Remember to check your print options;5) Ask your Librarian for guidance.

© 2013 Fredrikson & Byron, P.A.