What Are Corporate Lawyers? California Corporate lawyers advise businesses on their legal rights, responsibilities, and obligations. They will help businesses with their structures and ventures to ensure they are low risk for litigation. A California corporate lawyer will also co-ordinate with specialist corporate lawyers if their client needs particular advice in technical areas such as tax, real estate, and ERISA.
Corporate lawyer and transactional lawyer is essentially the same role; corporate lawyers handle transactions and deals for business, hence the use of the term “transactional lawyer.” A corporate lawyer will ensure the terms of a deal are clear, favorable for their client, and will not result in problems for their client. They will weed out ambiguity, unless it favors their client, and ensure there are no damaging loopholes. Their job includes facilitating transactions, attending meetings, making calls, negotiating deals, and drafting documents. They might also be required to advise on the responsibilities and roles of officers, directors, and insiders if the client requires. Some clients may require their corporate lawyers to handle everything, while others might have separate departments to handle different types of transaction.
Here are some types of transaction a corporate lawyer might be asked to oversee:
Corporate Formation, Governance, and Operation
A corporation is a business that is incorporated to become a legal “person” with the right to sue and be sued separately to its stakeholders. This means that stakeholders are not liable for corporate debts, and the corporate can run independently to individual stakeholders. If a stakeholder dies or withdraws from the corporation, the corporation lives on. Each state has separate laws regarding the creation, organization, and dissolution of corporations.
A Corporation lawyer can help their clients form, organize, or dissolve their corporation. Most business owners will seek the assistance of a corporate lawyer when forming their company. The corporate lawyer will draft incorporation articles, and documents specifying the management of internal affairs such as the roles in the company. Corporate lawyers can also assist partnerships, limited liability companies and partnerships, and business trusts. Each of the listed companies have their own legal responsibilities, rights, tax burdens, and organizational structures. Your corporation attorney can help you decide which of the types of companies are best for your business.
Always keep the details of your corporate lawyer handy as you may need them later for legal advice regarding the management of your business. They can assist with reviewing the lease for office space or equipment, employment contracts, non-compete and nondisclosure agreements, etc. Corporate lawyers might also assist with employment law or environmental law, or consult with a specialist attorney. Your corporate attorney can also advise on the rights and responsibilities of corporate officers or directors.
Mergers and Acquisitions
Mergers and acquisitions are one of the main reasons businesses seek the advice of a corporate lawyer. If a business buys or merges with another company, there may be property, production facilities, or a brand name to add to the business’s assets. M&A lawyers can counsel companies on the transactions and identify any pitfalls. An attorney will perform due diligence by evaluating the following parts of a new company:
- Financial statements
- Key assets and liabilities
- Real estate holdings
- Intellectual property holdings
- Employment agreements
- Current, pending, or likely litigation
After their evaluation, they will present their findings to the client and highlight any specific issues that need to be addressed in the transaction. In the negotiation, the client can address who is responsible for certain liabilities, so it can be drawn up in the merger agreement.
A lawyer who specializes in venture capital practice will counsel a business on their day-to-day operations. The attorney’s job is to help build and expand the business, and some of their duties include:
- Organize business operations
- Maintain legal and business structures
- Find money for ventures
- Drafting incorporation articles
- Licensing technology
- Mergers and acquisitions
A venture capital attorney is best in positive mergers and acquisitions processes rather than hostile takeovers. They are there to help iron out bumps rather than protect their client from issues and hidden agendas.
A lot of projects a company may work on requires the cooperation of several different entities, their lawyers, and large sums of money. A project finance attorney will assist you in navigating these tricky waters. They can draw up agreements between all the parties on construction, financial terms, and purchase agreements, and negotiate with lenders and investors.
Companies that sell securities to the public must register with the federal government and are regulated by several laws such as :
- The Securities Act of 1933 – the requirement to register with the federal government.
- The Securities Act of 1934 – the obligations of companies traded on a national stock exchange.
There are several laws which regulate the disclosure of information, trading of stock, and reporting to shareholders. A corporate lawyer can prepare the disclosure reports to the public and shareholders. They can also assist in issuing the stock.