What is the Forms Initiative?
Article Date: Thursday, November 04, 2010
The Business Law Section’s Forms Initiative arose out of a suggestion by the council’s Membership Development committee that a “form file” dedicated to section members would promote the retention and growth of the Section’s membership and constitute a valuable addition to the resources the section makes available to its members. After general discussion, the council authorized the Forms Initiative for the purpose of placing forms for generally-used business documents on the section’s website. A committee was appointed, which proceeded to define the scope of the project, prepare a list of the forms to be initially provided, recruit committee members to assist with the preparation and review of these forms, and work with the IT staff of the NCBA to develop the new section of our website. Phase I of the project was completed last year, and the Forms Initiative now is well into Phase II.
What is the scope of the project? The mission of the Forms Initiative is to make available, exclusively to members of the Business Law Section, sample forms dealing with transactions commonly encountered by North Carolina business attorneys. As of the writing of this article, 41 forms are available on the website, covering areas such as acquisitions (asset and stock purchases), finance, venture capital, employment, LLC formation, and shareholder arrangements. Several new forms are in various stages of completion. The sample forms are intended to be basic, utilitarian forms containing commonly used provisions for routine situations. The forms are not necessarily consistent with each other in structure, drafting style, or use of defined terms. However, we have attempted to use consistent formatting conventions, and the authors of the forms have been encouraged to include commonly used alternative text or provisions where appropriate (identified as such), and to include authors’ notes where explanatory notes might be particularly helpful. Generally, the sample forms are drafted from the perspective of the party who customarily prepares the first draft (e.g., the buyer in the case of an acquisition, the lender in the case of a loan document, or the employer in the case of an employment contract).
In cases where one party does not routinely prepare the first draft (such as an LLC operating agreement), the form is drafted from a neutral perspective.
What degree of reliance can I place in the forms? The forms have not been officially promulgated or sanctioned by the Business Law Section or the North Carolina Bar Association, and they should not be viewed as representing the standard of practice for North Carolina business attorneys. Rather, the forms simply constitute sample forms serving as a starting point for the attorney using them.
How do I access the forms? To access the sample forms, use your internet browser to go to http://businesslaw.ncbar.org . Scroll down toward the bottom of the homepage and click on Sample Forms. You then may be asked to enter your NCBA number and website password. Once you do so, you will arrive at the Sample Forms webpage. You’ll see a list and general descriptions of the forms. Scroll down the list and click on the green arrow to the right of a form to download it or the magnifying glass to simply view it. If you do not know your password, you can obtain it by calling NCBA Membership Services at (919) 677-0561 or 1-800-662-7407.
How are the forms formatted? When you download a form, it should open in Microsoft Word on your computer screen. You then can save it to your system and revise it. If the form does not open in Microsoft Word, please check with your IT consultant. There is a setting in Microsoft Windows that should enable this to occur. If all else fails, call Marcus McCoy on the IT staff of the NCBA ((919)677-0561), whose assistance has been invaluable to this project.
Can I make suggestions for improvement or assist in this project? Absolutely! If you have a correction or suggested improvement to a form, or if there is a generally-used document that you would like to see added as a form on the website, please e-mail Scott Dillon at jsd@crlaw.com or Carolyn Minshall at cminshall@wyrick.com . Also, if in your practice you have access to a really useful form – one that you seem to go back to time after time – we strongly encourage you to volunteer the use of this form to the Business Law Section. Just e-mail it to Scott or Carolyn and it will be considered. And even if you don’t have a form to volunteer but you want to help nonetheless, please feel free to volunteer your services for drafting or reviewing a form. Again, just let Scott or Carolyn know that you are interested.
The Council of the Business Law Section provides many critical services to our section, but much of this work is behind the scenes. The Forms Initiative is an effort by the council to provide an additional, direct benefit to Section members that they can use in their everyday practices. We hope you will make use of the forms andbenefit from them.
~ Co-Chairs of Forms Initiative
Scott Dillon, Carolyn Minshall, Kathryn Purdom
Views and opinions expressed in articles published herein are the authors' only and are not to be attributed to this newsletter, the section, or the NCBA unless expressly stated. Authors are responsible for the accuracy of all citations and quotations.