Lawyers are often divided into two (2) broad categories: Litigators and Transactional Lawyers.
Most people are familiar with Litigators (whether civil or criminal). However, the term "Transactional" is a bit vague. It refers to the legal practice of bringing people and/or companies (or other organizations) together to make a deal. Through legal research (often regulatory), factual research (often referred to as "due diligence"), giving advice (both business and legal), negotiating, and documenting (typically drafting a contract), Transactional Lawyers help create the deals that allow us and the world to function and prosper.
This Guide provides some useful sources of information for new lawyers interested in doing transactional work, whether it is M&A, Real Estate, Corporate Formation and Finance, or Tax.
For a discussion of the education of a Transactional Lawyer, see this special issue of the Tennessee Journal of Business Law:
Symposium, Transactions, 20 Tenn. J. Bus. L. (2018).For a review of the skills a Transactional Lawyer needs, see:
Defining Key Competencies for Business Lawyers, 72 Bus. Law. 101 (2016).Lexis's Practice Advisor , Westlaw's Practical Law , and Bloomberg Law's Transactional Intelligence Center are good places to start researching transactional law areas. These resources are designed for practitioners — both new attorneys and attorneys new to these areas of law. They offer relevant laws & regulations, secondary sources, practice guides, outlines & checklists, model agreements & forms, and drafting tools.
Starting in Lexis Advance , click on the tiles in the upper left corner to find the tile for Lexis Practice Advisor. You can browse the various "Practice Areas" to focus on a particular type of transaction or area of law (e.g., Corporate and M&A, Labor & Employment, Real Estate, Tax, etc.).
Starting in Westlaw , click on the small menu icon in the upper left corner to toggle between the (standard) Westlaw and Practical Law platforms. You can browse the various "Practice Areas" to focus on a particular type of transaction or area of law (e.g., Bankruptcy & Restructuring, Corporate and M&A, Labor & Employment, Real Estate, etc.).
Starting in Bloomberg Law , click on the "Browse" link in the upper left, then click on "Transactional Intelligence Center" in the menu that pops out from the left side.
Here's a partial view of the Transactional Intelligence Center (scroll for more). You can find resources designed for practitioners, explaining how to structure different types of transactions, draft various types of documents, etc.
The American Bar Association (ABA) and the Practising Law Institute (PLI) publish a number of resources to help new lawyers in specific areas of practice. These resources can not only help you with the practicalities of your work, they can help you to discover whether a particular area of law is a good fit for you.
To search the entire PLI-Plus Database, use the "View Online" link in its HOLLIS record.This handy reference is your guided tour through the world of corporate clients, offered from a business perspective rather than a legal one.
KF1414.85 .S65 2013x
A course handbook covering such topics as: Accounting Fundamentals, Financial Statements, Valuations, Financial, and more.
Available online via PLI-Plus by following the link above.
A step-by-step handbook that provides the nuts & bolts of transactions and the practical, legal, business, and technical knowledge essential to drafting customized agreements that meet clients’ objectives.
KF801.Z9 F69 2008 (Off site Storage)
Also available online via PLI-PLUS using the link above.
An essential desk reference for anyone who drafts, reviews, negotiates, or interprets contracts.
Published by the American Bar Association.
KF807 .A33 2017
This clearly written guide explains how the drafting process works; how transactional lawyers work from prior documents to produce effective and complete legal documents that protect the client’s interests.
KF807 .E84 2019
Explains the underlying rationale and importance of boilerplate language. Each chapter tackles a different contractual provision and analyzes why it is important, what the key legal and business issues are, what is negotiable and what is not, and how best to draft the provision to suit a particular transaction.
KF808 .N44 2003
Available online via Lexis Advance (updated through 2019).
A treasury of models, solutions, and guidance for the transactional attorney, treating virtually every type of business deal with adaptable, transaction-tested forms, extensive commentary, and alternative solutions.
Available online via Westlaw.
You don't have to start from scratch when drafting documents. Your firm may have a work product database or document management system you can use to find documents used in prior deals. This allows you to maintain the "look & feel" of your firm's documentation and benefit from its developed expertise.
Remember: No two deals are ever identical, so you will need to review and edit the prior documents to make sure they are up-to-date with current practice and the details of your current deal.
Listed below are other places where you can find collections of forms, agreements, and other documents. You can also use:
A broad range of common legal forms, from Abandoned, Lost, and Unclaimed Property to Zoning and Planning.
Available online via Westlaw using the link above.
A broad range of general legal forms, from Abandonment to Zoning.
Available online via Westlaw using the link above.
A comprehensive source of corporate forms.
Available online via Westlaw using the link above. Physical volumes available at: KF1411 .F55 2011.
Covers a broad variety of practices (excluding criminal law & litigation), providing sample forms, drafting guidance, and expert commentary regarding related tax issues.
Available online via Lexis Advance using the link above.
Collection of forms covering a broad range of business transactions.
Available online via Lexis Advance using the link above.
We intend this book as a head start for new transactional lawyers. Provides basic instruction on some of the assignments a new lawyer is likely to receive in the corporate, securities, and mergers and acquisitions departments of most law firms.
KF1477 .S925 2007 (Off Site Storage)
Also available via Bloomberg Law using the link above.
DON'T MISS THIS! A unique library of practice-oriented analysis and tools addressing the full range of corporate creation, compliance, governance, and transactional issues and practice areas. Topics include: Legal Entities, Corporate Transactions (Mergers, Acquisitions, and more), Compliance, Shareholder Matters, General Corporate Legal Department Matters, and more.
Available online via Bloomberg Law using the link above.
We do not intend this book as a complete treatise on the U.S. federal securities laws, nor do we intend it as an investor's or issuer's guide to the capital markets. Rather, we are trying to explain the legal environment in which capital markets transactions take place, just as we are trying to explain the capital markets transactions to which that environment is always trying to adapt.
KF1428 .J586
Also available online via Cheetah (Wolters Kluwer) using the "View Online" link in the HOLLIS record, above.
Describes strategies and procedures for setting up a corporation's capital structure. Highlights of this 2019-2020 Edition feature considerable new material, expanded discussion, and new case law on a wide array of topics.
Available via Westlaw using the link above.
Offers the legal, financial, business, accounting, and drafting information lawyers must understand when preparing corporate finance documentation, relating to debt.
Available online via PLI-PLUS using the "View Online" link in the HOLLIS record, above.
