Transactional Research

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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?. - PowerPoint PPT Presentation


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Transactional ResearchSheri BrendenResearch/Training Librarian2013 Bridging the Gap 2013 Fredrikson & Byron, P.A.



Bear HugSandbaggingTransactional 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 dealsSubtitle

Transactional PracticesCorporateSecuritiesFinanceSome IPBankruptcyReal EstateTaxInvolves --SEC rules and regulations, Stock market rules, State corporation and LLC laws, UCC, Sample or model docs,Tax codes,Executive agency informationDeal-specific know-howFormsWho needs help with transactional research?New Associates Law school mostly prepares them for litigation

Seasoned attorneys They know they dont want to invent agreements and clauses from scratch and they value good sources.Corporate PracticeMergers & AcquisitionsBusiness EntitiesPrivate EquityAlliances and Joint Ventures

Corporate Practice ResourcesPractical Law Executive PressCCH IntelliconnectSec. of State web sites

2013 Fredrikson & Byron, P.A.Print Corporate ResourcesBNA Corporate Practice SeriesMinn. Practice Series Methods of Practice and Corporation Law and PracticeFletchers Cylopedia of the Law of Corporations and Fletcher corporation forms annotated 2013 Fredrikson & Byron, P.A.Securities PracticeSecurities offerings (raising money)Periodic reporting and disclosureCorporate governanceAdvising on annual meetings, committees, structureSecurities Practice ResourcesKnowledge MosaicPractical Law CompanyCCH Executive Press 2013 Fredrikson & Byron, P.A.TaxTax implications of various transactions -Joint VentureAcquisitionAsset purchaseTax ResourcesRIA CheckpointCCH Standard Federal Tax ReporterCCH State Tax Guide: All States 2013 Fredrikson & Byron, P.A.Other Practice AreasIP 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 2013 Fredrikson & Byron, P.A.Define your terms & conceptsWhat is Buy-Sell agreement? PLC has a great glossaryOther options: or AmJur

Use that information to search for relevant articles

2013 Fredrikson & Byron, P.A.18B Am Jur 2d Corporations

1692 Repurchase agreements with corporate employees

1782 Problems when dealing with buy-sell agreements

2013 Fredrikson & Byron, P.A.PLCStockholders Agreement: Deadlock (with Mediation)Other Resolution ProceduresBuy-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 ResourcesMinnesota 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? 2013 Fredrikson & Byron, P.A.Bring your own devicePLC has a standard document available in Word with drafting notesBloomberg 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 As debt. How does Israel deal with successor liability? 2013 Fredrikson & Byron, P.A.Take note of key termsLook 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 practicesDefine 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.

2013 Fredrikson & Byron, P.A.