It may seem as though lawyers are always in the courtroom for litigation the next day and negotiating deals the next. That’s not how it usually works. While both corporate lawyers and litigators deal with corporations, they approach the matter in very different ways. Most lawyers will decide which area of law to specialize in either while they are in law school or very early in their career. Litigation and corporate, or transactional, law are two of the most commonly practiced areas of law. In contrast, few people comprehend what corporate law does (although they may overestimate how much time corporate lawyers spend in court).
Commercial litigation and corporate law are fundamentally different. A corporate lawyer crafts deals, while a litigator steps in when those deals fail. Contested matters are resolved through the judicial system, arbitration, mediation, or some other alternative method of dispute resolution.
Why do corporations hire lawyers? Businesses are essentially advised on their legal responsibilities, rights, and obligations. Corporate lawyers Edmonton are typically generalists who provide advice on business structures and evaluate new ventures. They advise businesses on their legal obligations, rights, and responsibilities.
A company lawyer also coordinates with other transactional lawyers in such areas as tax, ERISA, and real estate to meet the sophisticated needs of their clients.
Forming, Governing, And Operating Corporations
Corporations are legal entities governed by the laws of the state where they are incorporated. Corporations are created, organized, and dissolved by the individual states. Corporations are treated as legal “persons” under the law, with the right to sue and be sued, that are separate from their owners. Corporate debts cannot be personally liable for shareholders due to a corporation’s legal independence. Legal personality status confers perpetual life on corporations; death (or, in today’s climate, discrediting) of a chief executive or major shareholder is not enough to alter the structure of a company, even if the price of stock is affected.
A Merger Or Acquisition
Acquisitions and mergers (M&A) are major practice areas for corporations. A company might add property, facilities, or a brand name when it acquires (buys) or merges with another company. You might also be able to neutralize a competitor by merging or acquiring a company. Mergers and acquisitions lawyers offer legal counsel regarding proposed transactions. When a corporate lawyer evaluates a proposed venture, they review all of the company’s key assets and liabilities, including financial statements, employment agreements, real estate holdings, intellectual property holdings, and any ongoing or pending litigation.
Capital For Ventures
Attorneys who work in venture capital deal with private and public financing and day-to-day client matters. His or her responsibilities include helping new businesses to find funds, organizing their operations, and ensuring that their legal structure and business operations are maintained after formation. Whenever lawyers work with emerging companies, such as in venture capital, they assist with the expansion of companies. They can handle general corporate matters such as drafting articles of incorporation, financing, and mergers and acquisitions, as well as technology licensing. As the client is working with other parties toward a common goal, this type of work can be less confrontational than M&A practice. A merger or acquisition can sometimes be viewed as a zero-sum game in which both parties must get the best deal no matter how those relations may be affected in the future. Takeovers by hostile parties are a prime example of this.
Financing Projects
A power plant, oil refinery, industrial plant, pipeline, mine, communications network, and transportation system are built by many different entities, with the assistance of many different lawyers, and at an extremely large cost. Attorneys who specialize in these areas are project finance lawyers. An investor forms a project entity, such as a corporation, partnership, or other legal entity for the duration of the project, and the buyer drafts power purchase and construction agreements, and the seller negotiates financial terms with the lender.
Securities Of Corporations
Securities law is a specialty of some corporate lawyers. Registrating firms that offer securities for public sale with the government is a requirement of the Securities Act of 1933. Depending on the size of the corporation and the type of investor, corporations must follow certain protocols when disclosing information to shareholders and investors. Stocks of companies that trade on public stock exchanges have to be reported to the Securities and Exchange Commission, and part of those reports (the prospectus) must be distributed to shareholders.
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