Precedents are sample forms or documents in previous transactions. Using precedents can be efficient as they provide an example of what has been done in a similar situation and can serve as a base for drafting your own documents instead of starting from scratch. It may be useful to find multiple precedents for comparison to find language that is commonly used or consider what language may be subject to negotiation. However, you must review them carefully to ensure accuracy and shape them to your facts and current situation when drafting a new document.
Image credit: Picturing Corporate Practice by Jay Mitchell (p. 103)
When looking for precedents, first check with your workplace. If no relevant precedents within your organization, then check for outside precedents from other transactions or more generic forms using the resources below.
This page also contains resources that provide drafting guidance as well as reference guides.
The Transactional Resources page on Bloomberg Law is the gateway to the Precedent Documents & Clauses database and various databases containing forms, checklists, and timelines. This page also contains resources that provide drafting guidance as well as reference guides.
Transactional Precedent Search
The Transactional Precedent database can be accessed using the link on the main page or through the Transactional Intelligence Center.
The Transactional Precedent Search database contains over a million publicly available agreements organized into over 600 categories. SEC rules require companies to file key documents as exhibits, including material contracts. The Transactional Precedent Search database on Bloomberg Law collects all of the agreements and contracts that have been filed as SEC exhibits and allows users to search across these documents by keyword, document type, transaction type, document name, SIC industry, and governing law.
This also includes a feature that allows you to search for specific clauses, which can then be used for comparison against other clauses found, or text that you input yourself. To search and compare clauses, choose the "Single Clauses" option for "Results Type" when you conduct your search. In the results page, you can choose to compare two results against each other, or compare one result against text you input.
In addition to the Transactional Precedent Search database, Bloomberg Law also provides access to collections of model forms.
Westlaw Practical Law
Practical Law is a product designed to assist business lawyers. Users can browse content by practice area, resource type, or jurisdiction. Alternatively, users can conduct keyword searches across the entire database. Practice areas include Capital Markets & Corporate Governance, Commercial Transactions, and Corporate and M&A, among others. Practice Notes are written by attorneys and provide how-to guidance and explanations of law and practice pertaining to various legal issues.
Westlaw offers various sample forms that users can search or browse by state, topic, or publication through its Form Finder. To limit a search to transactional forms only, click on "Advanced" next to the search bar.
The Advanced Search permits users to limit results to include only transactional forms and exclude civil forms, and litigation forms. The Advanced Search also permits users to conduct keyword searches in the form title instead of (or in addition to) a full-text search of the agreement.
Lexis Practical Guidance
Practical Guidance is a Lexis product designed to provide practical advice, forms, and tools to practitioners. It is accessible from the Lexis+ homepage by clicking the "Practical Guidance" icon in the left-side menu.
You can browse for content by Practice Area, Content Type, Jurisdiction, Industry, or Tools & Resources. Some items worth noting include:
The main Lexis+ "Legal Research" section has a Business & Corporate Law practice area which includes business and corporate law related cases, laws and regulations, and forms.
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