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Business and Corporate Law

The materials in this guide are designed to familiarize you with the major resources in Business and Corporate Law.

Online Practice Centers

Online Practice Centers organize resources specific to an area of legal practice in a centralized location. Along with delivering relevant law, authoritative secondary sources, news, and analysis, online practice centers are particularly valuable for their practitioner-focused content that can save time, enhance productivity, and increase efficiency via detailed, step-by-step guidance on how to create quality work product for a client.

Depending on the database, Online Practice Centers often include:

  • Chart builder and surveys, which include user-created charts or prefilled selections
  • Checklists such as timelines, flowcharts, decision trees, tables, and lists
  • Forms, which are templates to help you draft documents with spaces to fill-in-the blanks
  • Practice notes, how-to guides and explanations of law
  • Precedents, which are contracts and agreements that have previously been used in actual transactions
  • Sample Documents including model agreements, clauses, and contracts

Bloomberg Law Transactional Intelligence Center

Federal and state laws and regulations are accessible, as well as chart builders. SEC filing and regulatory materials are also available. Users may use the Precedent Search to view more than 600 documents used in actual business deals. The Practical Guidance Library makes step-by-step and preliminary materials available for a host of different topics including corporate governance and registered offerings. Also available are industry data, transactional portfolios, analysis, and news.

Cheetah Corporation and Governance Practice Area (Securities)

Offers extensive research tools and access to up-to-date analysis on corporate law and governance. Features include state statutes, guides, and handbooks. Users may search for sample forms from subject areas such as corporations, LLPs, LLCs, and partnerships. Books and treatises such as Blumberg on Corporate Groups are also available.

Lexis+ Corporate and M&A Practice Center

Users can select Top Sources such as case law and statutes and a variety of secondary sources like Matthew Bender publications, forms, and checklists and the Getting the Deal Through series. Users can also search law firm memos and key topics like antitrust and sales of assets. This page also includes SEC filing documents and Law360 News.

Lexis Practice Advisor Corporate and M&A

Users can select various Tasks, such as preliminary agreements, signing and closings, going private transactions, and many more. Users can also select Content Type, such as practice notes, forms, clauses, checklists and secondary materials. Use the Smart Forms feature to save time and reduce the risk of errors by building your document based on answers you supply to an interactive questionnaire.This page also includes Key Developments and Law360 News.

Westlaw Edge Business Law Center

Includes full coverage of electronic EDGAR filings from 1996 to present. EDGAR Precedent Agreements provides access to over a million executed business agreements with language, clauses, and provisions drafted by leading law firms and in-house counsel. Users can access abstracts of public and private deals from around the world. The page also contains SEC administrative documents, secondary sources, global filings, and reports, as well as news.

Westlaw Edge Corporations Practice Area 

Contains content related to corporate law research. Users can choose cases, statutes, or regulations. Users can also navigate to Practical Law: Capital Markets & Corporate Governance and Practical Law: Corporate and M&A. Tools on the page include international materials, Dodd-Frank Wall Street Reform, and news. Featured publications are readily accessible, such as Fletcher Cyclopedia of the Law of Corporations.

Westlaw Practical Law: Corporate and M&A

Users can navigate by topics such as corporations, LLCs, joint ventures, and more. Users can also navigate by resource type, such as practice notes, standard documents, standard clauses, checklists, and toolkits. There are summaries, analyses, and custom reports covering a range of transactions and filings. Recent corporate and M&A updates are also available.

Westlaw Practical Law: Capital Markets & Corporate Governance

Covers a range of topics, such as market regulation, registered offerings, broker-dealer & investment advisor, and more. Users can also navigate by resource type, such as practice notes, standard documents, standard clauses, checklists, and toolkits. There are summaries, analyses, and custom reports covering a range subjects like underwriting agreements, IPOs, and follow-on equity offerings. Recent capital markets and corporate governance legal updates are also highlighted.

Forms and Sample Agreements

Other Online Collections

In addition to Online Practice Centers, both Westlaw Ege and Lexis+ contain a broader collection of forms. These forms encompass forms useful to business and corporate law, as well as other many practices.

Westlaw Edge Form Finder

This database contains text forms, fillable PDF forms, clauses and checklists available on Westlaw Edge from numerous national and state form sets, including legal and business, transactional, litigation and pleading and practice forms. Users may filter by jurisdiction or practice area.

Lexis Forms

This database contains Federal and state forms, spanning a collection of more than 220,000 forms from Matthew Bender publications. The forms span various practice areas and users may filter by jurisdiction or practice area.

 

Print Resources

The following publications contain forms and/ or clauses. The forms can be used for guidance and provide examples when drafting business documents.

American Jurisprudence Legal Forms 2d (available electronically via Westlaw Edge )

This resource contains a wide-ranging collection of forms,clauses, and analysis.

Closely Held Corporations: Forms & Checklists (available electronically on Westlaw Edge)

A publication that contains forms, checklists, and commentary for drafting customized documents related to closely held corporations.

Corporation Forms (available electronically via Westlaw Edge)

This treatise includes forms and clauses to document many corporate activities, including organizing, issuing stock and debt instruments, conducting corporate business, compensating directors and officers, merger, liquidation, dissolution, and others.

Forms from Robinson on North Carolina Corporation Law by Russell Robinson (available electronically via Lexis)

An authoritative reference on corporation law in North Carolina.  The latest edition is updated with complete coverage of the new laws affecting corporations in North Carolina. This source contains the forms found within Robinson on North Carolina Corporation Law.

Nichols Cyclopedia of Legal Forms Annotated (available electronically on Westlaw Edge)

This encyclopedia contains hundreds of transactional legal chapters with related analysis.

North Carolina Corporation Law & Practice Forms (available electronically on Westlaw Edge)

This resource includes forms for business, non-profit, and professional corporations, as well as limited partnerships and limited liability companies.

Rabkin & Johnson Current Legal Forms with Tax Analysis (available electronically on Lexis)

More than 25 chapters provide  sample forms, drafting guidance and expert legal commentary to assist in the fundamental, and often time-consuming, task of document drafting. Easy-to-use format including tax background, practice background, checklists, drafting guidelines and forms for most topics including business.

Drafting Tools

Within business and corporate law, reviewing and drafting documents is essential work. Drafting tools use algorithmic technology and data analysis to spot errors, compare and recommend language and build draft documents quickly.The drafting tools explained below are enhanced features that can be used to create transactional documents in an efficient way.

Bloomberg Law Draft Analyzer (available via Bloomberg Law Transactional Intelligence Center)

Draft Analyzer compares a user's draft language (either uploaded or typed directly into the platform) against similar documents to determine market standard language.The market standard language is based on Draft Analyzer's analysis of each paragraph from agreements and organizational documents filed as an EDGAR exhibit. Users can filter each EDGAR template for party, law firm, document title and year.

Westlaw Edge Drafting Assistant Essential (available via Westlaw Practical Law)

Westlaw Edge Drafting Assistant enables a user to research, format, insert table or authorities, check citations and insert links and flags within a draft document.  With Deal Proof, a tool within Drafting Assistant Essential, users can see errors, inconsistencies, and missing information, identify potential issues, or see the flaws in opponent's documents. The Build Document feature can produce drafts from your own imported templates or from documents provided by Practical Law.

Lexis+ Smart Forms (available via Lexis Practice Advisor)

Users can build documents with Lexis+ Smart Forms based on answers that the user supplied to an interactive questionnaire. Answer fields may be free text fields, drop-down menus, radio buttons, date selectors, or check boxes. The Document Preview shows a preview of the document with all available interview answers, download options, and the interview summary. The completed document can be downloaded as a Word document or PDF.