What does a corporate lawyer do?

A corporate lawyer is tasked with ensuring that all the legal elements of a company’s existence are properly serviced and managed. This kind of attorney fulfills several functions and roles. Whether you are an entrepreneur with a growing business or a corporation’s executive officer, you may wish to discuss your company’s concerns and issues with an experienced corporate lawyer. The following are a few of the major roles of a corporate law attorney.

Review and Evaluation

A corporate law attorney offers recommendation and review support to a corporation’s executive officers. A corporate secretary is typically a corporate lawyer, though this is not always the case. Corporate attorneys offer advice and support to the corporation’s leadership, such as the executive officers and the Board of Directors. Other than the daily operations and standard activities of a business, the majority of corporations negotiate with other businesses to gauge the chance of forming agreements or deals. For instance, a corporation that manufactures cars with an assembly factory may get an offer from another company that makes electric batteries to co-create an electric car. Or consider an airplane and turbo engine manufacturer offering to make a hovercraft in partnership with a car manufacturer. These kinds of business deals are not part of a company’s standard daily operations. This would go beyond the realm of usual corporate maintenance.

These sorts of corporate actions demand the expertise of a corporate lawyer who can review the legal forms present in such business deals. Documents are often immediately given to the corporate lawyer for review, even the first letter that contains the pitch or business concept. The lawyer must look at all the legal elements that are involved in these kinds of co-production ideas. One of the elements is the business organization or legal entity that will undertake the co-production should the suggested deal go through.

Contract Review

One of the less glamorous aspects of being a corporate attorney is doing a company’s housekeeping. In the world of corporate law, this references the in-house legal team’s responsibility to ensure that all corporate legal documents signed by the officers are in good shape.

Housekeeping usually refers to forms that affect the daily activities and regular operations of the company. Some examples include the review of the corporation’s procurement contracts. If the company needs to purchase IT equipment like computers, it will request that suppliers supply proposals and submit quotes. These proposals will probably need to go through the corporation’s legal team.

When the contracts are prepared, they need to pass through the legal team to be checked. A corporate attorney will review the conditions and terms of the contracts to examine their legal consequences for the company. The lawyer will need to go over the contracts prior to their being passed to the CEO or other executive officers for signature.

Other kinds of contracts subject to regular housekeeping include personal expenses, employment contracts, as well as bringing on consultants and personnel. The majority of corporations have already prepared contracts for all the positions in their organizational structure. It is likely that the Board of Directors previously approved these positions’ budget.

However, when HR hires a new worker, the new hire’s employment contract will need to be given to the corporate lawyer for housekeeping. The lawyer and their team will review the contract and any attached forms to ensure that everything is as it should be and does not violate any employment regulation or company policy. After the contract clears the legal team, it will be forwarded to the appropriate manager or President for signature.

Advisory

Beyond asking a corporation law firm to look over the company’s negotiations and business deals, corporate lawyers also perform advisory functions and roles for the executive management and leadership of the company.

The primary difference between advice and a review is that the range of review includes the duty of going over legal instruments and documents that already have been drafted and prepared. The documents’ text is almost completed and the forms themselves are near completion. However, these forms need to be given to the corporate lawyer so that he or she can study the potential legal ramifications and implications if the company’s executive officers and leadership were to sign their agreement and consent to such papers.

That said, the executive leaders and Board of Directors may request that the company lawyer give them legal advice prior to making a decision regarding the matters and affairs impacting the corporation. An instance of this would be when there are congressional proposals to pass new legislation that would impact the sales and operations of the corporation. While these matters may not yet be included in a legal document, they would have an effect on the corporation’s profits and viability.

In this example, the Board of Directors may be requested to go to congressional meetings regarding proposals to give financial and economic incentives to electric vehicle manufacturers. Before going, they can ask their corporate attorney to provide legal advice regarding what they can talk about freely.

A different example is when the government passes a law that mandates hazard pay and boosts employment benefits for hospital employees and other workers in the healthcare sector. The executive leadership of the hospital may ask the organization’s corporate lawyer to offer advice on the new law’s legal implications and how they may affect employment policies and operations at the hospital.

Opinion and interpretation of relevant court rulings

Another role of a corporate attorney is to act as the corporation’s resident jurist. Often, the executive officers and management asks them to provide their legal view and interpretation of various court rulings. These may have an effect on the financial and business interests of the company.

The primary difference between advisory and review is that review usually involves specific legal instruments and documents concerning specific duties, transactions, and activities that are not part of the daily operations of the company. Advisory duties could mean offering advice regarding hypothetical situations or scenarios that have not yet happened but may come about in the future due to developments in government regulations or the business industry.

That said, the purpose of a corporate lawyer is to offer their interpretation and opinion mainly with regard to legal changes in the judicial system. For example, a court may decide on a case that does not concern the company but that covers particular matters that affect the financial or business interests of the company.

Let’s consider an example of this. The Supreme Court passes a ruling that validates penalties imposed on a chemical production corporation for causing ecological damage to a particular community and illnesses to the areas surrounding the plant. A chemical processing corporation uninvolved in the case may ask their lawyer for their opinion on the potential implications and effects of the case, and how the business may be affected.

Corporate governance

A corporate lawyer may be asked to fulfill the important duty of offering legal guidance to a company’s corporate governance issues. Corporate governance refers to the overall policy and legal framework of running a company, which includes the oversight of operations and performance of teams, departments, and units of the company.

A corporate lawyer may be asked to look over and judge the articles of incorporation in addition to the bylaws or constitution of the company. It is possible there were recent or earlier changes in the government policies, statutes, and regulations that affect the corporation’s industry. It is very important that the corporation’s basic legal paperwork remains compliant with the government’s policy regulations and statutory requirements. Let’s say the government passes legislation that requires companies to protect the confidential and private information of their customers, patients, or clients. A hospital would need to look over its corporate governance documents to ensure that the accountability of its executive officers and leadership align with the requirements in the legislation.

A corporate lawyer would need to look over the company’s governance documents to ensure that the legal effects and accountability within the law are shown in the company’s basic documents. The lawyer can propose alterations that may need to be done to meet the new laws’ requirements. An example of this is a corporation’s basic documents governing the roles, rights, responsibilities, and functions of their workers. Another is if the federal or state government passed an executive measure or law mandating that companies ensure their workers have the option to work remotely.

The law may have provisions that prevent the company from firing or laying off employees who insist on working remotely. The corporate lawyer could be asked to ensure the company’s HR policies do not violate the law. The lawyer may also draft and prepare new memoranda and management policies that establish the amendments in the company’s policies concerning workers and employees in light of the new government regulations and policies.

Regulatory compliance

A corporate lawyer must also ensure that the company follows all the regulatory rules mandated for the particular industry or economic sector. This is separate from the earlier task of making sure that the company complies with updates in the state’s employment laws.

Regulatory compliance means the corporation’s obligation to follow the specific regulations and basic laws required of all companies within the corporation’s industry. For example, a company that makes health machines, devices, and equipment needs to comply with both state and federal regulations for the field. They must provide their products to be inspected by federal authorities. The authorities will make sure the products meet the base standards set by medical experts. Pharmaceutical companies are required to get the approval of the Food and Drug Administration (FDA). Companies in the mining industry must comply with environmental policies, regulations, and laws.

Due diligence

A corporation receives not only an investment pitch or concept proposal from another company. Sometimes, it gets detailed merger or investment proposals from other companies, including from overseas corporations or foreign investors. There are also detailed investment proposals that have technical information requiring more than a brief review due to legal consequences.

A corporate attorney may be assigned to perform due diligence on another corporation’s investment proposal. For example, let’s say a foreign investor suggests to another company using a joint venture agreement (JVA) to develop a piece of real estate that is owned by that investor. This kind of proposal cannot be sufficiently evaluated simply by looking at the draft contracts and legal documents.

In this case, the corporate attorney may need to travel to the foreign investor’s country where the real estate to be developed is located. A careful attorney would conduct due diligence of the proponent of the project. The lawyer would also ask for audited financial statement copies of the proponent as well. Also included would be a background investigation regarding the investor’s standing in their own business community. Certain corporate lawyers may even ask for bank statements and the estimated earnings and cash flow of the planned project.

Conclusion

A corporate lawyer fulfills many important duties in a corporation. These functions include corporate housekeeping, reviewing and evaluation legal documents and contracts, providing advisory counsel to the executive leadership, and supplying views and interpretations of relevant court rulings. These lawyers also steer corporate governance, manage due diligence, and ensure regulatory compliance.