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Forms & Sample Documents

Types of Transactional Research

Resources used to draft and interpret the following types of documents:
  1. 1. Contracts (including choice of individual clauses)
  2. Business incorporation and operating documents
  3. Business/corporate deals
  4. Employee handbooks and other compliance materials
  5. Real estate acquisition documents
  6. Wills, trusts and other estate instruments
  7. Counsel on regulatory (including tax), IP or licensing matters
  8. Divorce/Marital Dissolution and custody agreements
 

Also fact-finding resources to conduct due diligence on a corporate entity, specifically its: contact information, corporate hierarchy, key leadership and governing board, financials, SEC filings and securities information, mergers and acquisitions, litigation history and industry review and market share. With the exception of litigation history information, most of this information comes from non-legal databases and materials.

"Deal Lawyers" are those who specialize in establishing business entities and putting together business deals - incorporation, acquisitions, mergers, divestments etc.

Typically these deals involve the following kinds of research:

1. Researching and drafting business structure documents: incorporation docs and bylaws, partnership agreements, proxy statements; understand financial statements

2. Due Diligence – researching facts and law

​​​​May include: company financials, corporate structure, leadership, news/reputation info, litigation history, M&A activity,  industry threats and competitors. What focus on will depend again on type of deal, practice area and jurisdiction!

3. Drafting and negotiating contracts

  • Recognize the building blocks of a contract and locate language related to representations, warranties, covenants, rights, conditions, discretionary authority, declarations.
  • Must also know how to review and comment on contracts drafted by other lawyers – compare to sample or standard documents

Drafting Tools for Business Structure Documents

General transactional practitioners must be able to do everything that a "deal lawyer" does PLUS:

1. Be able to acquire, manage and transfer property

  • Negotiate, draft and explain documents related to common property transactions—leases, real estate purchase and closing docs, docs related to purchasing and selling personal property and goods and liens and debt instruments
  • Research property – determining ownership, sample search in tax assessor website, looking at licenses and violations (especially for commercial property)

2. Have a basic understanding of tax law and resources

  • Recognize tax implications of a transaction—income, estate, gift 
  • Identify problems that you can solve on own AND when need to call in a tax lawyer

3. Have a basic understanding of estate planning and probate

  • Federal & state law related to transfer of property on death, ID estate tax issues, draft a will, docs needed for the probate process

4.  Have a basic understanding of divorce law

  • Draft and review contracts dividing assets & determining rights and responsibilities regarding children
  • Engage in fact investigation, draft pleadings and analyze financial data
     

Contract and Drafting Resources

 

Treatises and Practice Guides

NOTE: The sources below represent agreements and documents drafted by experts in that particular practice area to be used as templates for drafting. Each may or may not have been employed in actual deals and transactions unlike those on the Example Clauses & Agreements tab which are documents associated with real life deals and transactions. For best results, consult both types of documents when drafting your contracts and agreements.

Other sample agreements and forms are often contained in practice guides and treatises, often as a separate appendix at the end of the volume/database. Best way to locate these is to go to the Practice Area pages for your area of law on Westlaw, Lexis, or Bloomberg and browse the secondary sources (texts and treatises in particular) or flip to the back of a print resource. Also see the Practice-Specific Guides tab for additional options.

NOTE: The sources below represent agreements and documents (precedent documents) used in real deals and transactions unlike those on the Sample Clauses & Agreements tab which represent "gold standard" documents drafted by experts in that practice area but which were not used in connection with an individual transaction. Keep in mind that not all of these precedent documents are perfect examples and it may be helpful to search for litigation or news stories about the deals in which they were used to assess whether or not they were successful (and not subject to litigation) and to judge whether they are the best fit for your particular factual situation. For best results, consult both types of documents when drafting your contracts and agreements.

Online Tools

Compare Text option in Westlaw to compare portions of two documents:

  1. In the Sample Agreements database, highlight text in one document and pop up will appear, select "Add Compare."
  2. Go to next document and repeat process. Can add up to 10 "snippets" to compare
  3. Click "Compare Text" option at top of last document
  4. Check boxes in front of the ones you wish to compare and click blue "compare" button at bottom of screen
  5. Click "save" to save the comparison and then click on document title to view the side-by-side text highlights
  6. Use Compare View to see strikethrough/red-lined comparison

Practice Guides

See the Practice Area pages on Westlaw and Lexis and the Practice Centers on Bloomberg Law for more options! 

Transactional Materials - By Source

Transactional forms include contracts, leases, attorney-client fee agreements, trust instruments as well as business incorporation materials and other similar items. The forms listed below include both standard boilerplate examples and sample agreements taken from actual law firm or business transactions.

Bloomberg Law:

  1. Click on Transactional Law tab or go to the Transactional Intelligence Center page for:
    • Market Standard Clauses (organized by type of transaction, list of the most used clauses gathered by analyzing thousands of these types of agreements/contracts)
    • Precedent Search (forms and agreements used in actual transactions)
    • Draft Analyzer (upload a contract to compare its language to other contracts)
    • Transactional Legal Treatises which often contain forms,
    • Transactional Resources with links to sample documents and
    • Drafting Guides & Overviews with numerous document and clause descriptions and other tools.

Lexis+:

  1. Browse Sources
  2. Narrow by “Forms” for content type
  3. “Search sources” for the following representative titles or view the entire results list for more options:

Lexis Practice Advisor (accessible via Lexis+)

  1. Select Practice Area from tabs at the top of the page or via the "Topics" drop down menu under the red search box.
  2. Select Forms at your Content Type under the search box to search by term or browse the list of forms/sample documents in the column on the left side for each practice area tab you selected.
  3. When browsing the types of forms listed for each practice area, be sure to click on "Show More" to see the full list of available documents.

Practical Law:

  1. Select Practice Areas tab
  2. Click on Jurisdiction (optional) or click on Resource Types tab
  3. Click on Standard Documents or Standard Clauses

PLI PLUS:

  1. Accessible through the Law Databases page
  2. Click on "Forms"
  3. Click arrow in front of "Practice Area" or ignore to search across all practice areas
  4. Select Form Type from drop down menu (Clauses, Contracts, Wills etc.)
  5. Enter Search terms or "Form Title" in the search boxes at the top 
  6. Click Green Magnifying class to search

Westlaw:

  1. Click on “Forms” under the main Browse heading
  2. Select your jurisdiction or, for general and federal forms, review the Forms by Publication section for the following databases: