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If you are a fan of the popular Netflix series, Suits, you probably think that all lawyers negotiate deals one day and head to the courtroom for litigation the next. In real life however, most lawyers do either litigation or corporate law and not both. While most people understand that litigators resolve disputes through the judicial system by going to courts or employing alternative methods like mediation or arbitration to resolve issues, few people seem understand what separates a corporate lawyer from his or her colleague who is into litigation.
In simple terms a corporate lawyer’s duty is to advise businesses on their legal obligations, rights and responsibilities. He or she works to ensure that the provisions of an agreement are clear, unambiguous and won’t cause problems for their client in the future. Corporate lawyers also advise on the duties and responsibilities of corporate officers, directors and insiders. If you are considering scaling-up your venture, here are some of the areas in which corporate lawyers come in handy:
Registering your business
A corporate lawyer can help you create, organize or dissolve a business entity. Sometimes, you need counsel on how to register a business as an enterprise, a limited liability company, a non-profit and so on. Corporate lawyers also deal with business entities in the form 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. Business executives also seek advice from corporate attorneys on the rights and responsibilities of corporate directors and officers.
Providing counsel for mergers & acquisitions
Merger & Acquisition lawyers provide legal counsel about proposed transactions. Typically, to evaluate a proposed venture, a team of corporate lawyers conduct due diligence by reviewing the company’s key assets and liabilities, employment agreements, real estate holdings, intellectual property holdings and any current, pending or likely litigation.
Looking for Investors
In a venture capital scenario, a lawyer works on private and public financing and day-to-day counseling. This means that he or she helps new businesses find investments, organizes their operations, and maintains their legal and business structures after formation. The development and construction of infrastructural projects involve the cooperation of different entities, different lawyers and 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.
Some corporate lawyers specialize in securities law i.e. they prepare reports for initial public offerings, yearly and quarterly disclosures, and special disclosures whenever something happens that might affect the prices of the stock, like impending litigation, government investigation or disappointing financial results.