Things About Corporate Law Practice Aspiring Lawyers Should Know

If you have watched, enjoyed, and are into movies such as Erin Brockovich, Michael Clayton, A Civil Action, The Firm or even The Social Network, or if you have been a fan of Mike Ross or Harvey Specter or Allan Shore at any point in your life, you probably know where I am going with this; so no points for guessing that right, considering, further, that the title of this peace is a dead giveaway anyway. But corporate law practice is definitely not anything like what you see in films, or on television, or on Netflix, and such. Perhaps the only thing that might be a bit real in Suits is the suits (not the ones you file in courts, but the ones you walk -- or strut, in case of Suits? -- around in).

To be fair, it’s not the job of the filmmakers to be realistic, for they work to entertain, and not to inform or educate. So, even if Suits and Boston Legal don’t show the real thing, they are loads entertaining all the same. Besides, they do inspire people to think of corporate law as a viable career option although only the most naive would think it could be as easy or as fun to be a lawyer of any kind, or as glamorous, for that matter. There is one thing, however, that these films and series get right: corporate law is predominantly about companies and money. And some of the machinations you see pulled off in these series might carry a slight hint of the truth. But make no mistake, nothing as outlandish as having a non-lawyer practice law for any length of time happens in the real world.

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What Do Corporate Lawyers Do?

Corporate law is just about everything with a legal angle that a company or a commercial concern might have to deal with in the course of regular business, including such things as dealing with partners, associates, employees, regulators, and the law enforcement machinery of the state in general.

Mostly, corporate lawyers don’t have to go to the courts and participate actively in litigating for the company, which part is generally handled by the litigation wing of the same corporate firm, or by an associate litigation firm specialising in the kind of litigation that might have to be engaged in at the given point of time. Much of the work is, therefore, done by the corporate lawyers outside the courtroom and from the offices, which explains the “corporate look”, suits and all, sported by this category of legal professionals.

We shall now discuss some of the essential constituents of corporate law practice.

Company Law

It goes without saying that every corporate lawyer is well-versed in company law, which is really the basic qualification to be a corporate lawyer, and the better one is at it, the better corporate lawyer one is deemed to be; and if one is really, really good at it, which is saying something, given that all corporate lawyers are way above-average at Company Law, one is in a very different league and is expected to magically disentangle and extricate the companies from the complicated, layered knots they sometimes end up tying themselves in.

Often but not always, these company law warriors are qualified Company Secretaries with a law degree although they can also be just lawyers with a thorough understanding of Company Law. However, a company secretary without a law degree is not as often deemed fit to take the lead in complicated company law matters, but it’s not so much about ability or qualification as it is about perception.

The general work for corporate lawyers involves drafting and/or modifying the Articles of Association and Memorandum of Association to suit the interest of the corporate client; advising and executing the structuring and layering of the companies that are part of the same group; advising about and drafting legal instruments for the incorporation of subsidiary companies, and managing legal compliances to the advantage of the parent company without inviting liability. If it’s a listed company, the compliances increase manifold, but in most cases, complying with SEBI regulations and directions diligently is good enough.

Mergers and Acquisitions

Being a growing market, India is buzzing with business activity in the area of mergers and acquisitions, which makes it indispensable for companies to have a team of capable lawyers to ensure that all legal formalities are taken care of. This prevents future complications because it’s often time-consuming and expensive to later reverse a legal misstep that happened at the stage of a merger or acquisition.

Draft Merger Documents | A corporate lawyer is required to draft crucial merger documents that create an efficient corporate structure to make it easier to comply with the legal requirements on regular basis. Companies regularly seek legal advice on fundraising and on the most opportune time to exit a funding arrangement. Negotiating with the legal advisors and representatives of other companies or individuals acting for themselves is an integral part of the job, meaning that in addition to being an able lawyer, one is also required to be a skilled negotiator, which is a different kind of skill not automatically picked or specifically taught at the law school.

Corporate Law Involves A Lot Of Paperwork

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Put Legal Requirements In Place | Mergers and acquisitions bring loads of paperwork, not only in the form of the contracts to be drafted and executed among the parties involved but also in the form of the paperwork to be filed with the Registrar of Companies and kept up to date without fail. A corporate lawyer is sometimes asked to put in place a mechanism within the operational structure of the organisation to ensure that the compliances required by law are not neglected so that the client company does not land in the soup of its own unintended making. Needless to state, a corporate lawyer overseeing a merger or an acquisition has to ensure that the required due diligence with regard to the company to be acquired or merged with is carefully carried out, leaving no scope for unpleasant future surprises.

Resolution Of Disputes

Like all human endeavours, the corporate world is not free of disputes, and most of the disputes are rooted in an imbalance of power among the people who are either important operational motors in the company, or form the money and resources side of the operations. This means that disputes can either be problems of hierarchical discipline, or disagreements among the shareholders. So corporate lawyers are at times called upon to resolve or prevent such disputes by putting in place procedures, rules or contractual obligations aimed at preventing such differences; or, where the dispute has already taken place, to invoke such measures as might be available in the given circumstances to arrest the fallout of the dispute.

Dealing With White Collar Crimes

Most of the top corporate law firms have a dedicated wing for white-collar crimes. These crimes are commercial in nature and involve the use of fraud and deception to make wrongful financial gains. However, they do not involve violence of any kind, and can be easily clubbed together as “economic crimes”, which explains the existence of a dedicated Economic Offences Wing in the police departments across the nation, including Delhi Police.

Companies themselves, being incorporeal legal entities and not human beings, cannot be prosecuted or imprisoned, for they, as a matter of fact, cannot commit crimes themselves, but the directors and other functionaries of a company can, and they can, therefore, be held answerable for the same. So, in addition to the regular legal work for the companies, corporate lawyers are also called upon to deal with criminal investigations into and prosecution of company functionaries for economic offences, usually during the initial stages of the investigation, but sometimes also during the prosecution to assist the litigating defence counsel because corporate lawyers are better positioned to understand the factual intricacies of the economic offences the company officials (mostly the directors) might be accused of, and can offer valuable inputs to the defence attorney in the course of the trial. The offence in question might be related to the Companies Act or any of the many legislations that cover a large array of economic offences; so the extent of the involvement of a corporate lawyer varies, depending upon the nature of the offence a company functionary is accused of and also upon how far the lawyer can be of assistance based on his or her own ability and understanding of the facts of the case.

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Corporate law practice is, thus, a basket of assorted functions and requires varied abilities, which makes the scope of professional growth in the field phenomenal, making it a popular career choice for the younger generation of lawyers.

HemRaj Singh is a Delhi-based trial lawyer, specialising in both civil and criminal trials, and writes mainly on law, policy, diplomacy, and international relations. Apart from writing for magazines and websites, including Careers360, practising law and teaching legal reasoning and critical reasoning, he is Editor-at-Large with Lawyers Update, a monthly magazine on law and legal affairs, and was Legal Editor with Universal Law Publishing Company before he started practising law.