What do you picture when you hear the term "corporate lawyer?" Is it a man or woman in a nice suit, carrying a briefcase, walking swiftly up the stairs of a stately government building? While many of us are able to conjure up an image of what we think a corporate lawyer looks like, not many of us can (accurately) imagine what a corporate lawyer actually does all day.
What Is the Role of a Corporate Lawyer?
The role of a corporate lawyer is to advise clients of their rights, responsibilities, and duties under the law.
When a corporate lawyer is hired by a corporation, the lawyer represents the corporate entity, not its shareholders or employees. This may be a confusing concept to grasp until you learn that a corporation is actually treated a lot like a person under the law.
A corporation is a legal entity that is created under state law, usually for the purpose of conducting business. A corporation is treated as a unique entity or "person" under the law, separate from its owners or shareholders.
Corporate law includes all of the legal issues that surround a corporation, which are many because corporations are subject to complex state and federal regulations. Most states require corporations to hold regular meetings, such as annual shareholder meetings, along with other requirements.
Corporate lawyers make sure corporations are in compliance with these rules, while taking on other types of work.
What Type of Work Do Corporate Lawyers Do?
Contrary to popular belief, most corporate lawyers rarely step foot in courtrooms. Instead, most of the work they do is considered "transactional" in nature. That means they spend most of their time helping a corporation to avoid litigation.
More specifically, corporate lawyers may spend their time on:
- Contracts: Reviewing, drafting, and negotiating legally-binding agreements on behalf of the corporation, which could involve everything from lease agreements to multi-billion dollar acquisitions
- Mergers and acquisitions (M&A): Conducting due diligence, negotiating, drafting, and generally overseeing "deals" that involve a corporation "merging" with another company or "acquiring" (purchasing) another company
- Corporate governance: Helping clients create the framework for how a firm is directed and controlled, such as by drafting articles of incorporation, creating bylaws, advising corporate directors and officers on their rights and responsibilities, and other policies used to manage the company
- Venture capital: Helping startup or existing corporations find capital to build or expand the business, which can involve either private or public financing
- Securities: Advising clients on securities law compliance, which involves the complex regulations aimed at preventing fraud, insider training, and market manipulation, as well as promoting transparency, within publicly-traded companies
In many cases, corporate lawyers work in large or mid-size law firms that have corporate law departments. Many corporate lawyers have specialties or areas of corporate law that they focus on such as M&A, venture capital, or securities.
Some corporate lawyers work in-house, and most large corporations have their own in-house legal departments. In-house corporate lawyers generally handle a wide variety of issues.
What Does Someone Need to Do to Become a Corporate Lawyer?
The path to becoming a corporate lawyer is not that different from the path to practicing another area of law. To become a corporate lawyer, one needs to attend law school to obtain a juris doctor (J.D.) degree and be licensed to practice law in their state.
Oftentimes, corporate lawyers have past work experience in business, but this is generally not required.
What Skills Do Corporate Lawyers Need?
Corporate lawyers should have excellent writing, communication, and negotiating skills because these skills are relied upon so heavily in day-to-day corporate law work.
Because corporate law is a diverse practice area that touches on many different transnational, regulatory, and business-related matters, it's important for a corporate lawyer to have the desire to learn about many different areas of law, unless they want to specialize in one niche area such as securities law.
Additionally, many corporate lawyers have multiple clients in different industries, which means they must be willing to learn the ins and outs of those unique industries.
Finally, corporate lawyers need the skills and wherewithal to reach out to other lawyers when they reach a specialized topic that they don't have experience with such as tax, ERISA, employment, or real estate.
When Might an Individual or Business Need Help From a Corporate Lawyer?
A corporate lawyer advises firms on how to comply with rules and laws, but that's only the beginning. In truth, any individual starting a business venture could benefit from a corporate lawyer. Why? Because a corporate lawyer can help you structure and plan your business for success, even if you end up going with a business structure other than a corporation.
It's always a good idea to have a lawyer on board to craft your business' managing documents, review contracts, and help you make other strategy decisions.
Of course, it's not always possible for smaller businesses (or even medium-sized businesses) to have a corporate lawyer on retainer, but one should be consulted when forming a business, when closing a business, and when problems arise, at the very least.
Consider meeting with a corporate lawyer in your area if you are starting a business venture or need advice on anything else related to business transactions or planning.