Finding Model Transaction Documents:
Lawyers rarely start drafting an agreement from ablank page. Typically, they rely on model documents taken from past transactions or fromstandard documents favored in an industry. There are a number of different sources for modeldocuments:
Internal Document Management System.
Most law firms will have an internaldocument management system with a search feature. Often, this is a good place tostart the search for document since the documents in the system are those used byother lawyers at the firm. Tip: many such systems allow users to limit the search bycreator of the document, so it is often possible to find documents drafted by thepartners or associates with whom you are working.
.Knowledge Mosaic is an online database that provides access to anumber of types of legal materials. The Disclosure subsection allows users to search allSEC filings, including exhibits. Since certain transaction documents must be filed asexhibits to SEC filings, this can be a valuable source of model documents for varioustransactions. This is a subscription service, but many law firms subscribe to it.
. The SEC maintains a free, online databaseof SEC filings called EDGAR. While the search functions of this database are not asadvanced as those of Knowledge Mosaic, EDGAR does offer a free, publicly-availabledatabase of all public filings including exhibits, which can make it useful when searchingfor model transaction documents.
The National Venture Capital Association (usuallyreferred to as the NVCA) publishes model venture capital transaction documents on itswebsite. These documents are often used as a starting point or comparison point fordeal documents. Reading them is also a good way to get a sense of the common termsand structure of venture capital deals. They are freely available on the website.
Finding Company Formation, Foreign Qualification and Annual Report Documents:
Forming acompany, completing its foreign qualification or filing its annual report is typically done bycompleting forms provided by the state of incorporation. These forms are typically available onthe Secretary of St
ate’s website. It is generally best practice to start from the form available
online or to check any previous documents against that form to ensure that the most recentrevision is being used. Below are the links to some commonly used state websites: