Most people know the term “corporate lawyer,” but unless they have ever hired one, they are not quite sure what that person does. Even for those with this knowledge, they get confused as to the difference between corporate law and commercial litigation. Although both deal with cases involving corporations, they handle things in unique ways.
While corporate law attorneys specialize in creating and facilitating deals, a litigator gets involved whenever those transactions go awry. The litigator clears the rights and responsibilities of relevant parties.
A corporate lawyer, also referred to as a transactional attorney, has a much broader reach than outlined below. Overall, this type of attorney gives business advise about legal rights, obligations, and responsibilities.
As “generalists,” these attorneys handle multiple things. For example, they evaluate joint ventures and provide advice on business structures. In many instances, corporate lawyers collaborate with other transactional attorneys in specialty areas like ERISA, real estate, and taxes.
Some of the other services provided by corporate lawyers include:
- Draft legal documents
- Attend meetings and make phone calls, as needed
- Negotiate deals
- Ensure the provisions of an agreement are well-defined, unambiguous, and void of problems that might arise in the future
- Advise as to the roles and responsibilities of a corporation’s directors, officers, and various other insiders
- Depending on the law firm, some corporate lawyers also assist with antitrust issues, acquisitions, and mergers.
Starting a “Corporation”
As a legal entity, a corporation falls in line with its state of incorporation, which determines the laws of creation, organization, and dissolution. In the eyes of the law, a corporation is a “legal person,” meaning a person or business can file a lawsuit, just as it can sue. It is also an entity distinct from its stockholders. That way, if a corporation gets sued, the stockholders have no personal liability for any of its debts.
With the “legal person” status, a discredited stockholder or official does not affect it. Also, if the stock price gets impacted by a discrediting event, the structure of the corporation does not change. In that situation, a corporate attorney helps with the reorganization or dissolution of the business entity or in some other way.
To start a corporation, an attorney drafts articles of incorporation. Not only does that serve to form the company, but it also specifies how internal affairs get managed. Most states also require bylaws, which define the roles of each company officer. Working with the client, the attorney will determine the best structure, whether a limited liability company (LLC), partnership, business trust, or something different. From there, all legal forms get filled out and submitted.
After creating a corporation, a corporate lawyer is there to offer legal advice whenever needed. For instance, a corporate attorney can help when it comes to outsourcing work to a foreign country, leasing new space, changing employee policies, and so on. Whether you are starting a new corporation or need legal advice for an existing business, it is imperative that you hire a reputable corporate law attorney.