What is a Corporate Lawyer?
The role of a corporate lawyer really depends on the type of client they are serving. However, most corporate lawyers, no matter the industry, size, or type of client is responsible for advising on the clients’ legal rights, responsibilities, and obligations in their business. They may work as outside counsel, either for themselves at their own legal advisory firm or at a small-to-large sized law firm, or they may work as employees of a company as their general counsel.
On a day-to-day basis, corporate lawyers provide legal advice and negotiate business transactions, draft legal contracts, review legal documents, and ultimately ensure the client is reaching their business goals while following all legal regulations in accordance with their particular business. They typically handle all responsibilities related to mergers, acquisitions, IPO’s, corporate governance, and divestitures.
What is Corporate Law?
Corporate law is an overarching term used for a number of areas, including the following:
Mergers & Acquisitions (M&A) Law
Some corporate lawyers specialize in mergers and acquisitions. These lawyers may call themselves “corporate lawyers,” since M&A is sometimes put under the umbrella term of “corporate law.” However, this area of practice is very specific; it requires a high level of understanding of securities and finance laws that not all corporate lawyers possess.
The day-to-day work for an M&A lawyer usually entails due diligence on both the company the lawyer is representing, as well as due diligence on the company the client is merging with or acquiring. The whole idea of a merger or acquisition is for both companies to mutually benefit, and they will go through this process to either neutralize a mutual competitor, take advantage of one another’s brands or customers, or to simply allow a stronger company in taking over a small or under-performing company. In any case, heavy and detailed due diligence is the lawyer’s’ responsibility.
Due diligence for these types of deals includes a variety of actions, such as looking into the company’s key assets, liabilities, debt, and any litigation related to the company. After diligence has been complete, the lawyers begin drafting all legal agreements required for closing the deal.
Corporate Governance Law
Corporate governance law is an extremely important area of law, as it relates to how corporations/businesses govern themselves. This area focuses on the “checks and balances” for companies. It ensures the board of directors, management, and shareholders follow a certain set of procedures for corporate affairs to maintain the integrity of the company.
Corporate lawyers in this specific area will often deal with the laws of the state of incorporation to incorporate, dissolve, or organize a new company. They will draft agreements and articles for shareholders, the executive team, and board of directors, and draft bylaws in order to define the roles of these groups of people.
Venture Capital Law
Venture Capital is the financing of high risk investments into early stage companies — “start-ups” — with the idea that the company has a potential for a high return via an IPO or sale down the line. Lawyers who deal in venture capital are often tasked with drafting term sheets and related investment materials. If they serve as outside counsel to the start-up, they will provide them with strategic legal advice regarding raising money, negotiate their valuation, and assist with other start-up issues like intellectual property, employment and compensation.
Although we’ve only name a few subcategories of corporate law, there is a wide range of matters that corporate lawyers deal with depending on their firm and their clients’ needs. Law students who are interested in corporate law will usually have to decide what their focus is early on as each practice can be highly specialized.