Lexis® Practice Advisor is a practical guidance resource for attorneys who handle transactional matters. The California module enables attorneys who serve California-based clients to complete their transactions more efficiently and effectively by providing practical guidance and annotated forms—written and edited by leading California attorneys

currently in practice. The California module covers topics such as Business Law for the California Attorney, Commercial Real Estate, Entertainment Law, Estate Planning and New California Corporate Entities, and includes access to the Lexis portfolio including Matthew Bender and California Legal Forms content.

Comprehensive coverage of transactional topics, specifically for California practitioners

OverviewsA brief yet comprehensive summary, written in plain English, providing background on the topic or task.

Practical GuidanceIncludes practice notes and checklists, providing step-by-step guidance.

FormsRelevant California forms and model documents with context, drafting notes and alternative clauses and tips.

Legal Analysis Analytical materials from leading treatises like Matthew Bender®.

Cases/CodesKey California cases, codes and regulations relevant to the topic are included, and selected by leading practitioners.

Emerging IssuesArticles and other resources, covering potentially important trends, for you and your clients.

Lexis® Practice Advisor

Gain serious perspective.

Practical Guidance Content:• Addresses the specific needs of a transactional practitioner serving California-based clients via comprehensive

coverage of key topics relevant to practice in the state of California.

• Allows senior attorneys to expand their practice and keep up to date with changes or trends in California law and helps get junior attorneys up-to-speed quickly on new matters, so they can become profitable faster.

• Includes step-by-step, current and trend-setting guidance on each key issue within a topic, providing the user with a roadmap of how to carry out a transaction from beginning to end, while providing the perspective for representing either party to the deal.

• Enables users to hit the ground running, covering the key steps and considerations that transactional attorneys in California need to address, with tips and “tricks” for negotiating the transaction, approaching related transaction issues and drafting the relevant documents and agreements.

• Includes checklists and related practical guidance written in plain English on transaction structure, drafting responsibilities, key provisions of agreements and related transaction considerations such as tax issues.

• Keeps users informed with regular updates on how other leading California attorneys are developing their practice.

New Practical Guidance content written by leading California practitioners

• The practical guidance is written and edited by leading California attorneys currently in practice and reflects current trends in the California jurisdiction.

• Enables junior attorneys to get up to speed on new matters quickly.

• Efficiently refreshes senior attorneys’ knowledge in areas they haven’t practiced or tasks they haven’t performed recently.

Forms Content:• Includes over 700 relevant forms and model documents with context,

drafting notes and alternate clauses including:

— New forms that have been written and edited by leading California practitioners.

— Forms from the Lexis database relevant to the topic at hand, including selected California Legal Forms.

• Contains everything California transactional attorneys need from start to finish – from negotiating and drafting agreements to conducting due diligence to closing the deal.

• Offers perspective through expert commentary and gives insight into how other California firms are approaching similar matters.

• Enables you to download all forms into MS Word, with no formatting required.

• Provides a good starting point to help you draft documents more effectively, with forms that do not include language reflecting specific terms negotiated between parties that may not be transparent or desired.

Forms and model documents including everything from the initial checklists to closing documents

Expertise at your fingertips

• Gibson, Dunn & Crutcher LLP• Perkins Coie LLP• Jones Day • Best Best & Krieger LLP• Cooley LLP• LeClairRyan• Sidley Austin LLP• Rufus-Isaacs, Acland &

Grantham LLP• Peter J. Dekom, a Law Corporation• Milbank, Tweed, Hadley &

McCloy LLP • Manning & Kass, Ellrod, Ramirez,

Trester LLP• Squire Sanders• Rimon P.C.• Vaught & Boutris LLP• Nixon Peabody LLP• Fox, Shjeflo, Hartley & Babu LLP• Friedemann Goldberg LLP• Gordon & Rees LLP• Coblentz, Patch, Duffy & Bass LLP

• New forms drafted by leading California practitioners currently in practice, providing guidance and insight.

• Forms from the Lexis database that are relevant to the topic at hand, including selected California Legal Forms.

LexisNexis, Lexis and the Knowledge Burst logo are registered trademarks of Reed Elsevier Properties Inc., used under license. Matthew Bender is a registered trademark of Matthew Bender Properties Inc. Other products or services may be trademarks or registered trademarks of their respective companies. © 2012 LexisNexis. All rights reserved.

Table of Contents

Business Law and Financial Restructuring and Bankruptcy modules are also available.

For more information:Contact a Lexis® Practice Advisor sales representative at 1.800.543.6862 or visit www.lexisnexis.com/practice-advisor.

Entity Formation for the California Attorney• Who Do You Represent?• Involving Trusted Advisors• Review of Some Legal Entity

Choice Considerations• Settling on the Type of Entity

California Business Entities and Formation• California Sole Proprietorships• California General Partnerships• California Limited Partnerships• California Limited Liability Partnerships• California Business Corporations• Nominally Foreign Corporations• California Not-For-Profit Corporations• California Professional Service Corporations• California Limited Liability Companies

California Corporate Housekeeping• California Business

Corporation Housekeeping• California Not-For-Profit

Corporation Housekeeping• California Professional

Corporation Housekeeping

New California Entities• California Benefit Corporations• California Flexible Purpose Corporations• California LLC Act Legislation

Sale of Equity Securities in a Private Placement for the California Attorney• Regulation D, the Federal Private

Placement Exemption• Participants in a Private Placement• Conducting the Offering• Filing a Form D

Exemptions From Qualifications Under California Law• Limited Offering Exemption• Small Offering Exemption• Qualified Purchaser Exemption• Exemption for Purchase Plan or

Stock Agreements• Preemption of California Securities Law by

Federal Securities Law• Choosing the Appropriate California

Securities Exemption

Purchase and Sale of Business• Advantages and Drawbacks of Asset

Purchases, Stock Purchases and Mergers• Closing Checklist• Letter of Intent• Nondisclosure Agreement• Due Diligence• The Acquisition Agreement• Stockholders Agreement – For Minority

Stock Purchases• Escrow Agreement• Officer’s and Secretary’s Certificates• Legal Opinions• Approvals• Closing the Transaction

California Business Taxes• Income and Franchise Taxes• Gross Receipts Taxes• Local Taxes• Payroll Taxes• Sales and Use Tax Collection• Property Taxes (Personal and Real)• Tax Consequences on Dissolution• Purchase and Sale of a Business

Estate Planning• Selecting the Proper Estate Planning Device• Tax Considerations• Wills• Trusts• Powers of Attorney

Commercial Real Estate (Leases)• Letter of Intent• Drafting and Reviewing Leases• Types of Space Leases (Office, Retail

and Industrial)• Lease Guaranties• Memorandum of Lease• Lease Amendments• Lease Termination Agreements

Commercial Real Estate (Purchase and Sale Agreements)• Letter of Intent• Drafting and Reviewing Purchase and

Sale Agreements• Types of Purchase and Sale Agreements• Amendments, Assignments and Other

Miscellaneous Provisions

• Due Diligence• Environmental Due Diligence• Transfer and Purchase of Property Liability and

Environmental Insurance• Escrow for Commercial Purchase and Sales• Closings

Commercial Real Estate (Secured Loans)• Preliminary Considerations• Due Diligence• Loan Documentation• Closing of Loan

Entertainment Law (Managers, Agents and Attorneys)• Managers• Talent Agencies and Talent Agents• Attorney’s Role in Entertainment• Special Considerations When

Representing Minors

Entertainment Law (Music Law)• Copyright Considerations and Registration• Music Licenses• Work-for-Hire Agreements• Termination of Transfer Rights• Exclusive Recording Contracts• Online Distribution Agreements• Live Performance Contracts

Entertainment Law (Motion Pictures)• Production Risk Management• Key Production Agreements• Talent Agreements

Settlement Agreements, Releases and Exculpatory Agreements• Breach of Contract Claims• Personal Injury Claims• Real Estate Claims• Employment Claims• Court Approved Settlements• Marital/Community Property Agreements• Exculpatory Agreements in

Commercial Transactions• Releases• Express Assumption of Risk