Corporate Law and Its Role

Corporate lawyers are always involved in advising businesses on their numerous legal rights, responsibilities, and obligations with their decisions which ranges from negotiations in the acquisition of a multibillion-dollar company or in assisting a small start-up company. The general corporate practice will involve handling a wide array of legal issues in business.

A San Diego business lawyer is usually working in law firm specifically in large or mid-size law firms where they provide counseling services to clients and also handling of their client’s business transactions which includes negotiation, drafting, and review of contracts and other types of agreements that are associated with the client’s businesses like mergers, acquisitions, and divestitures. The lawyers are also tasked to advise the business clients in terms of corporate governance, and other operating issues like the rights and responsibilities of corporate directors and officers and the general oversight of the legal activities of the company. Furthermore, these corporate attorneys will be the ones who will assist business clients with what financial information they should be providing to their owners, employees, and their shareholders. This will also include reports that must be filed with the Securities and Exchange Commission and other government agencies.

There are also other corporate lawyers who are being directly hired by corporations as their in-house corporate counsel. The duty of an in-house counsel is to act as an internal adviser especially when there are myriad business and legal issues, especially when it comes to labor and employment issues, intellectual property issues, contractual issues, and potential liability issues.

Part of a lawyer’s role is to counsel publicly held companies. To give you an insight, a publicly held company is a company wherein its shares of stock are being traded in the public stock market like the New York Stock Exchange. These shares of stock will represent an investment in a business, and the members of the public who are owners of the stock have an ownership stake in the business. Therefore, corporate lawyers should be familiar with the different state and federal securities law that is governing publicly traded securities. They will be the ones who will assist publicly held the company in matters that relate to the issuance of securities as well as the detailed reporting requirements of state and federal agencies like the Securities and Exchange Commission.

These public companies are required to uphold strict standards as to the disclosure of information that may have either a positive or a negative material impact on the company’s earnings which may ultimately affect the price of the company’s stock.  Therefore, corporate lawyers should advise these publicly held companies when it comes to issues like public disclosure of bad financial results, and adverse judgment in litigation, or that there is a government investigation that is being initiated on the company. In view of this, the company may have to advise the public on the possibility of a product recall, that there is litigation that has been initiated because of an environmental problem, or that there is an unfunded pension liability.

The corporate lawyers will also have to advise their clients on trade secrets including other sorts of intellectual property like patent and trademark licensing, antitrust issues, international transaction which includes the acquisition of a foreign business or real estate, and also, contractual matters like technical assistance in the agreements between the company and outside consultants that are hired to provide for computer and other information technology services.

Corporate lawyers can also provide legal advises to privately held businesses. Privately held businesses are when its stock or ownership is “closely held” which means that the company’s ownership is only limited to a certain number of shareholders. None of the stocks are being traded on a public stock exchange. There are still a large number of companies which are privately held in the form of either corporations or partnerships. Some of the large corporations which are privately held are mostly in the business of investment banking firms, accounting firms, internet start-ups, hospitals, churches and other religious organizations, medical practices and other sorts of family businesses.

Even if these companies are closely held, they still have many legal needs and also represent an increasingly larger share of a corporate lawyer’s clients. The corporate lawyer is will provide advice on issues like creating the company, how it can avail of loan and lines of credit or venture capital money, how it can obtain office space, the hiring, firing and how the company will treat its employees, the institution of financial controls over the operation of the business, the merger and acquisition of other businesses, the company’s divestiture, or selling off parts of the company, and with the sale of the ownership of interest to a single company.

For businesses that are new, they typically encounter a number of business decisions which include whether to structure the business as a corporation, or a partnership, or a limited liability company, or a sole proprietorship, or even as a joint venture which is a partnership arrangement with an established company. The determination of the appropriate structure of the business will require a thorough analysis of how it will raise its needed initial capital, how it will finance the business, the repercussions of federal and state tax requirements, and how the business can limit its liability for the stakeholders. Corporate lawyers can also assist the start-up business in matters involving the development of a business plan and in finding resources of financing.

One main reason why there are lawyers who choose to specialize in corporate law is that they enjoy the intellectual nature of their work. That the issues that these attorneys are encountering specifically with contractual issues are intellectually challenging. To become a successful corporate lawyer, it is imperative that one must be able to have strong interpersonal communication skills. Communication is one of the most important skills that a corporate lawyer should possess because being a corporate lawyer will involve communications with clients, the other party, with law firm partners and associates. Corporate lawyers will have to communicate with people at all levels of the organization ranging from senior management.

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