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What It Means to Be a Corporate Lawyer
by Sarah Garvey
In the legal and business world, we frequently hear the term “corporate lawyer.” This article explains what it means to be a corporate lawyer. A corporate lawyer is also known as a corporate attorney.
Corporate lawyers practice “corporate law.” This means that corporate lawyers handle legal matters pertaining to corporations and other business entities such as partnerships, limited partnerships, limited liability companies and joint ventures. Corporate lawyers have their hand in pretty much any dealing that impacts companies, businesses and commerce in the United States and around the world.
What comes to your mind when you think of a corporate lawyer? Share your thoughts in the comments below the article.
Legal Entity Formation
One of the most basic functions of a corporate lawyer is to help entrepreneurs bring businesses into legal existence. Corporations and other business entities are creatures of state law. When properly formed, these entities have their own legal existences. They are subject to taxes and other rules and regulations. Corporate lawyers help clients weigh the pros and cons of different legal structures—such as tax and liability considerations—and provide counsel as to the type of entity that may be preferable for a particular situation and client.
Once the parties have decided upon the kind of entity they want to create, corporate lawyers prepare the legal documents necessary to bring the entity into legal existence. For example, in order to help a client establish a corporation in the state of Delaware (a state where many companies are incorporated), a corporate lawyer will prepare a Certificate of Incorporation outlining the corporation’s purpose and file it with the Delaware Secretary of State. The lawyer will also ensure that a registered agent is appointed for the corporation. Additionally, the lawyer will draft corporate bylaws, help appoint directors, create a record book, prepare stock certificates, and assist with holding the initial meeting of the board of directors.
As another example, if a client decides to establish a limited partnership in California, a corporate lawyer will conduct a name search in California to ensure that no other business is already using the intended name. The lawyer will also draft a partnership agreement and file a Certificate of Limited Partnership with the California Secretary of State.
If you are a corporate lawyer, what are some specific challenges in the state your practice in? Share your thoughts below in the comments.
Assistance with Ongoing Regulatory Compliance and Business Matters
For whatever kind of entity, and in whichever state, there will be a specific set of rules and regulations for the business to comply with. Corporate attorneys are there to help the client with all the legal aspects of its business, including helping ensure the business makes all necessary regulatory filings and pays all required taxes.
As businesses grow, corporate lawyers are also there to help. Corporate lawyers are very knowledgeable about contract law and business law and they provide assistance when business clients want to negotiate financing agreements, merge with other companies, acquire other companies, or expand into new lines of business. If the company grows big enough and decides to “go public,” corporate lawyers can assist with the legal work involved with an initial public offering (known as an “IPO”).
As a company grows bigger and more sophisticated, more specialized types of corporate lawyers might be brought on board to assist. For example, a banking lawyer may help the company review a large credit agreement to ensure that the company gets the best terms. A lawyer who specializes in mergers and acquisitions (“M&A”) might be brought in to assist with a big M&A transaction and a capital markets lawyer to help the company with an IPO. Companies with numerous employees might benefit from an employment lawyer who can help the company comply with all sorts of employment-related laws such as wage and hour laws. Similarly, certain kinds of companies might benefit from specialists in environmental law.
Many corporate lawyers work on transactions and spend their time negotiating deals in conference rooms, or providing advice to the various stakeholders of business entities (such as shareholders, directors, chief executive officers, and partners). However, many corporations and other business entities also need help from litigators who can represent these clients in court when they get sued or when they initiate lawsuits. Litigators who step in to represent corporate entities when they get involved in lawsuits are also a type of corporate lawyer—a corporate litigation lawyer. These types of litigators are generally referred to as commercial litigators or business litigators.
Finally, when businesses close down for one reason or another, corporate lawyers will help prepare the necessary paperwork for an orderly dissolution, liquidation of assets and wind-up of affairs.
What kind of corporate law do you prefer (or do you think you would prefer)? Share your response in the comments below.
Typical Settings and Salaries for Corporate Lawyers
Corporate lawyers work in firms of all sizes—from solo practices to large international law firms with hundreds of attorneys. Corporate lawyers also work “in-house,” in the corporate legal departments of large or small companies. When it comes to in-house legal departments, the “top lawyer” is typically a corporate lawyer referred to as the General Counsel of the company. The General Counsel of a big company also is often vested with an executive “non-legal” position and title within the company, such as Executive Vice President. When a corporate lawyer becomes General Counsel and Executive Vice President of a company, it is an indication of just how integral a corporate lawyer can be to the running of a company.
Browse In-House Legal Jobs on LawCrossing
When it comes to salary, the income of corporate lawyers varies widely, according to the level of seniority of the lawyer, the part of the country where the lawyer works, and the type of law firm or company for which the lawyer works. According to Glassdoor, as of April 2016, the average salary for a corporate lawyer was $162,625. According to Payscale, as of January 2016, the median corporate attorney salary was $98,243.
General Counsels of companies can earn millions of dollars. In 2014, the highest paid general counsel of a public company was Alan Braverman, the General Counsel of Walt Disney. He earned a salary of $1.374 million, a bonus of $5.325 million, and total compensation including exercised stock options of $12.188 million. The second highest paid General Counsel was Brackett Denniston of General Electric, with a total 2014 take-home pay of $6,096,000.
How important is your salary as a general counsel and what are some ways to maximize your earning potential? Share your thoughts below the article.
Corporate lawyers who are partners in large multinational law firms can earn millions of dollars in partnership profits each year. Less senior corporate attorneys in such firms also can earn hundreds of thousands of dollars a year.
See the following articles for more information about in-house counsel pay:
Corporate lawyers are attorneys who help corporations and other business entities come into existence, function within the purview of the law, and hopefully flourish and grow. Corporate lawyers are there when their clients need special kinds of help—whether it is assistance with an IPO, the takeover of a competitor, or a lawsuit.
Corporate lawyers work in many different settings, including small and large law firms and small and large companies and command an assortment of salaries. However, at almost all levels a corporate lawyer can expect to earn a decent living. Corporate lawyers work at the intersection of law and business. Being a corporate lawyer can be a very rewarding career for an attorney who is interested in business formation and growth, contracts and commercial matters.
See the following articles for more information about corporate lawyers:
- What Is It Like Being a Corporate Lawyer: What Do Corporate Lawyers Do?
- What Does a Corporate Lawyer Do?
- What Does It Take to Become a Successful Corporate Attorney?
- Choosing Between Corporate and Litigation Practice Areas: Which Is the Better Choice for Your Legal Career?
- BCG Attorney Search's Guide to Corporate and Finance Practice Areas
Share Your Thoughts
What does being a corporate lawyer mean to you?
Would you prefer working in a law firm or in-house as a corporate lawyer? Why?
What advice do you have for attorneys considering becoming corporate lawyers?
Let us know what you think by sharing your responses to one or more of the questions in the comments below the article.
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