A corporation is a legal entity created through the laws of its state of incorporation. Individual states make laws relating to the creation, organization and dissolution of corporations. The law treats a corporation as a legal person that has the standing to sue and be sued, and is distinct from its stockholders. The legal independence of a corporation prevents shareholders from being personally liable for corporate debts. The legal person status of corporations gives the business perpetual life; the death (or, in today’s climate, discrediting) of an official or a major stockholder does not alter the corporation’s structure, even if it affects the stock price.
A corporate lawyer can help a client create, organize or dissolve a business entity. To form a corporation, attorneys draft articles of incorporation, which document the creation of the company and specify the management of internal affairs. Most states require a corporation to have bylaws defining the roles of officers of the company. Corporate lawyers also deal with business entities in the forms of partnerships, limited liability companies, limited liability partnerships and business trusts; and each form has its own set of legal rights and responsibilities, organizational structure and tax burdens. Attorneys help their clients decide which of these legal forms is best suited for the business they want to run and the relationships the principals want to build with each other. A corporate lawyer who helps a client form a company might later be called upon for other legal advice related to the startup or management of the business, like reviewing a lease for office space or equipment, or drafting employment contracts, nondisclosure and non-compete agreements. Corporate lawyers might research aspects of employment law or environmental law, or consult with another attorney who specializes in that field. Business executives also seek advice from corporate attorneys on the rights and responsibilities of corporate directors and officers.
Mergers And Acquisitions Attorney
One major corporate practice area is mergers and acquisitions. Through acquiring (buying) or merging with another company, a business might add property, production facilities or a brand name. A merger or acquisition might also work to neutralize a competitor in the same field. Typically, to evaluate a proposed venture, a team of corporate lawyers reviews all of the company’s key assets and liabilities, such as financial statements, employment agreements, real estate holdings, intellectual property holdings and any current, pending or likely litigation. This is called due diligence. The lawyer can then assess the situation and raise specific issues with the client. Lawyers consult with their clients on these questions, and together attorney and client determine which parties should accept current or potential liabilities. The lawyers then draft the merger or acquisition agreement and negotiate in detail the terms of each party’s rights, responsibilities and liabilities.
Venture Capital Lawyer
In a venture capital practice, a lawyer works on private and public financings and day-to-day counseling. This means that he or she helps new businesses find money for their ventures, organizes their operations, and maintains their legal and business structures after formation. In venture capital, as in any corporate law position dealing with emerging companies, lawyers help build and expand businesses. Their responsibilities can include general corporate work, like drafting articles of incorporation and other documents, as well as technology licensing, financing, and mergers and acquisitions. Some lawyers find this type of work less confrontational than merger practice because the client is working with other parties toward a common goal. Sometimes, in mergers and acquisitions, the parties see the process as a zero-sum game in which each must get the best deal no matter how it may affect future relations with the other company. This is especially the case in hostile takeovers.
Utah Attorney for Project Finance
The development and construction of power plants, oil refineries, industrial plants, pipelines, mines, telecommunications networks and facilities, and transportation systems involve the cooperation of many different entities, many different lawyers and extremely large sums of money. Project finance attorneys specialize in these deals. They form a project entity, a corporation, partnership or other legal entity that will exist for the term of the project, and they draft power purchase agreements and construction contracts, and negotiate financial terms with lenders and investors.
Salt Lake City Corporate Securities Lawyer
Some corporate lawyers specialize in securities law. On a federal level, the Securities Act of 1933 requires companies that sell securities to the public to register with the federal government. Corporations must follow certain protocols regarding the disclosure of information to shareholders and investors depending on the size of the corporation and the type of investor. If shares of a company’s stock are traded on a public stock exchange, the company has to file detailed reports with the Securities and Exchange Commission and distribute parts of those reports (the prospectus) to shareholders. The Securities Act of 1934 addresses the obligations of companies traded on a national stock exchange. To ensure the companies remain in accordance with these laws, corporate attorneys prepare reports for initial public offerings, yearly and quarterly disclosures, and special disclosures whenever something happens that might affect the price of the stock, like impending litigation, government investigation or disappointing financial results. Even if you don’t specialize in corporate securities law, the issuance of stock and the creation and distribution of the reports are subject to a whole host of rules with which corporate lawyers must be familiar.
Sandy Utah Business Agreement Attorneys
Generally, business law refers to the rules that govern commercial interactions between persons or other certified entities. These rules can come from legislation, common law rulings, or agreements made through international conventions or treaties. Most business laws either regulate entity behavior (for example, bankruptcy and taxation), or regulate transactions between different entities. But one of the unique things about business interactions is the importance and prevalence of contractual agreements between commercial entities. This is often known as a business to business commerce agreement, or more simply, a business agreement. General business agreements can control any number of commercial interactions such as purchasing goods from a manufacturer, purchasing goods produced by others, or purchasing services from another entity.
Verbal agreements can sometimes create legally binding contracts, but only if the proper legal elements of offer, acceptance, and consideration are present in the interaction. But there are some that by law must be in writing, which is known as falling under the Statute of Frauds. Contracts for the sale of real estate is one example, but more applicable to business matters require a written contract if the terms of the contract will take longer than one year to carry out or the sale of goods valued greater than $500. Even if the transaction does not violate the Statute of Frauds, it is always a good idea to create a written document for a business agreement. If one party fails to fulfill their end of the bargain, it is much easier to enforce a written agreement in civil court if the non-breaching party needs to file a lawsuit. This greatly reduces the time and money both sides will spend disputing the transaction, because an agreement may not be enforceable. When in doubt, write it out.
Some Common Business Agreements Utah Lawyers Can Assist You With
• Ownership Agreements: Can also be called partnership, founder, operating, or shareholders agreements depending on what type of entity is being formed. They detail the rights and responsibilities of owners and partners as well as basic company operation details and what happens if an owner leaves or the entity is dissolved.
• Supplier Agreements. These detail the terms of the relationship between one entity and another, usually the price and amount of goods. They function to prevent unwanted situations with suppliers as withdrawal or failure to provide.
• Independent Contractor Agreements: A business may need to outsource to independent contractors, which can range from CPAs and web developers to temporary employees to perform company services. Because independent workers are not full-time employees, a written agreement is important to make sure that no complications arise in the future.
• Non-Disclosure Agreements: Used by entities to ensure that employees or even contractors know their role and what information they can and cannot share during or after their time with the company.
While these are some of the most common legal agreements you might see in a business law context, they can cover a nearly endless amount of topics as long as the elements are present and not prohibited by law. And while some contracts may not need to be in writing, it is always a better idea to do so. The business lawyer provides legal advice in nearly all aspects of a business, being an asset for burgeoning small businesses who may not be familiar with the bureaucratic process of enacting their business model. Generally, the business lawyer will ensure that a company complies with local laws and regulations, offering advice from the formation to the dissolution of a business. Business lawyers can also be an asset for handling lawsuits, reviewing contracts, overlooking staff manuals, and enforcing policies.
Some Specialties of a Business Lawyer
• Writing a business plan to represent to potential investors.
• Researching a name or logo for your business that is free of copyright or trademarks.
• Creating partnership agreements.
• Describing the sometimes confusing aspects of submitting necessary IRS forms and maneuvering taxes.
• Dealing with federal entities filing complaints or investigating a business.
• Lawsuits where your business is involved, directly or indirectly.
A corporate lawyer works within a corporate setting, usually representing larger businesses. Sometimes deemed as transactional lawyers, corporate lawyers help write contracts, avoid litigation, and help with behind the scenes legal work of emerging companies. Litigators can also be corporate attorneys, as they are lawyers who represent corporations, either bringing a suit against an identity or defending the corporation if it is being sued. Corporate lawyers are typically found in large law firms, with seasoned experts working as an in-house counsel. This means they operate within the legal department of a business, working adjacent with other departments helping the corporation make sound business decisions compliant with local and international laws.
Specialties of a Corporate Lawyer
• You may need a corporate lawyer if you want to incorporate your business or you have already incorporated, and you need further advice.
• If you have a business model that deals with contracts, especially with international identities, then a corporate lawyer will help to ensure that both parties are compliant and that the contract is legally valid.
• Corporate lawyers check investor rights, acquisitions, and issues involving corporate structure.
Business Lawyer vs. Corporate Lawyer
One of the significant differences between corporate and business lawyers is that corporate law tends to provide guidelines in purchases and selling of items, who are savvy in the sometimes bureaucratic process of selling services in an international market. Corporate law affects businesses significantly, with many companies involved in legal troubles due to a breach of a corporate mandate. In business law, lawyers cover areas such as employment and taxes.
Corporate law embodies corporate identities and how they are managed and formed. Business law covers several areas of law such as employment and commercial transactions. Both affect business and business entities and can be an asset in any business, regardless of its size. These entities include limited liability partnerships, sole proprietorships, and mergers. In short, business law is incredibly financially and intellectually rewarding. You will likely earn a high salary, and you will work with your clients to help them achieve their business goals. Another practical benefit is that the skills you acquire can also be transferred to an in-house position with a business or government agency. Some business lawyers end up as entrepreneurs themselves, starting companies where they leave the practice of law behind but still draw on their legal knowledge.
Business law is also much less combative than many other legal areas. The work does not involve disputes over something that has gone wrong or efforts to assign blame and responsibility for the wrong. It is important that there be lawyers to handle such matters, but the business lawyer is typically dealing with parties who all want the same thing. The bank lawyer’s client wants to lend money, for example, because it is financially advantageous to do so, and the borrower wants to borrow the money because it will have a positive impact on the borrower’s business. Each side will try to get the best deal it can, and while negotiations can sometimes become contentious, in the end, both sides are working toward a common goal. Business law covers a wide range of legal areas and applies to many different types of business activities. The legal issues that a business lawyer faces may involve corporate law, partnership law, banking law, sales law, securities law, or some combination of the above. The business lawyer plays a very important role at the point where the business and legal worlds intersect, adding value and performing a valuable service for the client. Business lawyers anticipate problems that may arise for their clients down the road and work accordingly to help avoid such problems. The business lawyer may accomplish this in a variety of ways. For example, a business lawyer representing a bank in a lending transaction must draft the necessary documents, such as the loan agreement, promissory note, and security agreement, with an eye toward protecting the bank and ensuring that the borrower is obligated to pay the loan back in the manner requested by the bank. The business lawyer must also anticipate the scenario where the borrower defaults on the loan and must provide remedies for the lender if that scenario arises.
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It’s not a matter of if, it’s a matter of when. Legal problems come to everyone. Whether it’s your son who gets in a car wreck, your uncle who loses his job and needs to file for bankruptcy, your sister’s brother who’s getting divorced, or a grandparent that passes away without a will -all of us have legal issues and questions that arise. So when you have a law question, call Ascent Law for your free consultation (801) 676-5506. We want to help you!
8833 S. Redwood Road, Suite C
West Jordan, Utah
84088 United States
Telephone: (801) 676-5506
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