If you watch too much television, you might believe that lawyers negotiate deals one day and head to the courtroom for high-profile litigation the next. This is highly unusual in the real practice of law. While both litigators and corporate lawyers deal with corporations, they do so in very different ways. One of the basic divisions in the practice of law is between litigation and corporate, or transactional, law, and almost every attorney will decide between these two areas either while they are in law school or very early in their career. Most people understand what litigators do (although they may overestimate how much time they spend in an actual courtroom), but corporate law is less understood. Many aspiring lawyers would prefer helping to create a business venture to suing one. Attorneys who facilitate transactions in the fields of corporate or tax law, intellectual property or employee benefits are considered transactional lawyers. In the world of business, transactional lawyers try to set up deals in ways that avoid litigation, and make clear the rights and responsibilities of all parties in the event that something does go wrong. The difference between corporate law and commercial litigation is simple. Corporate lawyers craft transactions or deals, and litigators step in when those transactions go wrong. Litigators resolve disputes through the judicial system or through alternative methods, such as mediation or arbitration. Basically, they advise businesses on their legal obligations, rights and responsibilities. Attorneys who call themselves corporate lawyers are usually corporate generalists, lawyers who advise businesses on their legal obligations, rights and responsibilities, provide advice on business structures and evaluate ventures. In order to serve the sophisticated needs of their clients, corporate lawyers also coordinate with fellow transactional lawyers in such specialties as tax, ERISA and real estate.
Many firms use the terms “transactional” and “corporate” interchangeably when describing areas of practice. Corporate lawyers structure transactions, draft documents, negotiate deals, attend meetings and make calls toward those ends. A corporate lawyer works to ensure that the provisions of an agreement are clear, unambiguous and won’t cause problems for their client in the future. (Or are ambiguous in such a way that the client’s interests are served.) Corporate attorneys also advise on the duties and responsibilities of corporate officers, directors and insiders. Not all firms categorize the varieties of corporate practice in the same way. For example, some firms might have separate practice groups for antitrust or mergers and acquisitions, while others include them within their corporate department. The following list, while not exhaustive, outlines some of the areas in which corporate attorneys might spend their time. 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 Law
One major corporate practice area is mergers and acquisitions (M&A). 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. M&A attorneys provide legal counsel about proposed transactions. 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(s) can then assess the situation and raise specific issues with the client. Mergers and acquisitions 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 Law
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 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.
Lawyer 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.
Corporate Securities Attorney
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.
International Law
International law is a system of treaties and agreements between nations that governs how nations interact with other nations, citizens of other nations, and businesses of other nations. International law typically falls into two different categories. “Private international law” deals with controversies between private entities, such as people or corporations, which have a significant relationship to more than one nation. “Public international law” concerns the relationships between nations. These include standards of international behavior, the laws of the sea, economic law, diplomatic law, environmental law, human rights law, and humanitarian law. Some principles of public international law are written, or “codified” in a series of treaties, but others are not written down anywhere. These are known as “customary” laws, and nations consent to them by doing nothing. Since most international law is governed by treaties, it’s usually up to the individual nations to enforce the law. However, there are a few international organizations that enforce certain treaties.
International Business Legal Terms to Know
• Ambassador: A government official who facilitates communication between two nations.
• International Court of Justice: The judicial branch of the United Nations, which resolves disputes between nations and issues advisory opinions on issues of international law.
• Interpol: An international network of police organizations that work together to solve international law.
• Security Council: A special committee within the United Nations that determines whether a particular situation will create a threat to international security.
What Is The Role Of The Corporate Lawyer?
The role of a corporate lawyer is to advise clients of their rights, responsibilities, and duties under the law. When a corporate lawyer is hired by a corporation, the lawyer represents the corporate entity, not its shareholders or employees. This may be a confusing concept to grasp until you learn that a corporation is actually treated a lot like a person under the law. A corporation is a legal entity that is created under state law, usually for the purpose of conducting business. A corporation is treated as a unique entity or “person” under the law, separate from its owners or shareholders. Corporate law includes all of the legal issues that surround a corporation, which are many because corporations are subject to complex state and federal regulations. Most states require corporations to hold regular meetings, such as annual shareholder meetings, along with other requirements. Corporate lawyers make sure corporations are in compliance with these rules, while taking on other types of work.
Contrary to popular belief, most corporate lawyers rarely step foot in courtrooms. Instead, most of the work they do is considered “transactional” in nature. That means they spend most of their time helping a corporation to avoid litigation.
More specifically, corporate lawyers may spend their time on:
• Contracts: Reviewing, drafting, and negotiating legally-binding agreements on behalf of the corporation, which could involve everything from lease agreements to multi-billion dollar acquisitions
• Mergers and acquisitions (M&A): Conducting due diligence, negotiating, drafting, and generally overseeing “deals” that involve a corporation “merging” with another company or “acquiring” (purchasing) another company
• Corporate governance: Helping clients create the framework for how a firm is directed and controlled, such as by drafting articles of incorporation, creating bylaws, advising corporate directors and officers on their rights and responsibilities, and other policies used to manage the company
• Venture capital: Helping startup or existing corporations find capital to build or expand the business, which can involve either private or public financing
• Securities: Advising clients on securities law compliance, which involves the complex regulations aimed at preventing fraud, insider training, and market manipulation, as well as promoting transparency, within publicly-traded companies
In many cases, corporate lawyers work in large or mid-size law firms that have corporate law departments. Some corporate lawyers work in-house, and most large corporations have their own in-house legal departments. In-house corporate lawyers generally handle a wide variety of issues. The path to becoming a corporate lawyer is not that different from the path to practicing another area of law.
What Skills Do Corporate Lawyers Need?
Corporate lawyers should have excellent writing, communication, and negotiating skills because these skills are relied upon so heavily in day-to-day corporate law work. Because corporate law is a diverse practice area that touches on many different transnational, regulatory, and business-related matters, it’s important for a corporate lawyer to have the desire to learn about many different areas of law, unless they want to specialize in one niche area such as securities law. Additionally, many corporate lawyers have multiple clients in different industries, which mean they must be willing to learn the ins and outs of those unique industries. Finally, corporate lawyers need the skills and wherewithal to reach out to other lawyers when they reach a specialized topic that they don’t have experience with such as tax, ERISA, employment, or real estate.
Free Consultation With International Business Lawyer
When you need legal help from an international business lawyer, please call Ascent Law LLC 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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