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Corporate law

Corporate lawyers help clients with the legal structure of their business and transactions they undertake
Law
Types of work

Big picture: the key facts about working in corporate law

Corporate lawyers typically help clients buy and sell other companies and raise money through selling their shares.

They may also set up legal structures for clients to enable them to work with other parties (joint ventures), or for other purposes.

Why are lawyers needed?

Companies must comply with both their own constitutional documents and with the law applicable to all companies, and corporate lawyers make sure their clients' activities are in accordance with these.

They also prepare the legal documents required for corporate activities and transactions clients undertake (such as a restructuring or an acquisition) and act as project managers on these, making sure the legal aspects run smoothly and on schedule.

On the job

Corporate lawyers working for a client buying another business might first look at how the purchase will take place.

They might advise on whether the buyer should buy the shares or just the assets of the business, and on which of the companies in its group should be used to make the purchase.

Once the structure of the deal has been finalised, they will negotiate with the seller's lawyers to produce the legal documents needed, including a purchase agreement and internal authorisations of the proposed deal from the parties involved.

They will look at the information provided by the seller about the business and raise any potential problems, a process known as due diligence.

If competition, employment, real estate, tax, or other legal issues come up, they will consult colleagues in these areas.

To finalise the deal, they will make sure that the seller has provided all the information required by the buyer and that all transaction documents have been signed correctly by people authorised to do so.

Afterwards, they will tie up loose ends, such as collecting any information the seller wasn't able to provide before closing.

Areas of law used include:

  • Company law
  • Contract law

In practice: we spoke to Jennifer Bethlehem, corporate partner at Freshfields

What kind of deals do you work on?

My practice includes working on equity capital markets and mergers and acquisitions (M&A) deals.

I also give general corporate advice, helping companies to ensure they run their businesses in accordance with the law.

What kind of clients do you act for?

My clients include multinational pharmaceutical companies, international investment banks, an airline company, and a couple of industrial manufacturers.

Can you describe one of your deals?

We worked on the initial public offering (IPO) of a client's shares on a stock exchange - a company that makes specialist chemicals used in computers and smartphones.

As part of an IPO, a company has to provide legal documents with a lot of information about itself. To prepare these, we had to learn about our client's business.

I found it fascinating to learn how the gadgets they're involved in making work, and how complex the supply chains for the elements needed to construct them are.

What do you enjoy about your practice area?

Often corporate deals have to be completed in a very short timeframe. I love having a goal, and working to get there on time.

As a corporate lawyer, you run all the legal aspects of a transaction for a client rather than just providing specialist advice, which means I work with lots of other people - other Freshfields lawyers in London and overseas, and also with the client, their other advisors, and other parties. I like being the spider in the middle of the web!

What kind of person is suited to your practice area?

If you want a practice that's more about thinking by yourself than talking to other people, you probably aren't suited to corporate law as corporate deals are intellectually challenging but involve a lot of interaction with others.

They're also fast-moving and unpredictable, so you need a certain amount of psychological flexibility.

What are the current big issues in your practice area?

Many of our clients are becoming involved in deals in emerging market countries where the rule of law isn't strong. This means that we have to adjust the way in which we conduct these transactions.

For example, we might have to look at how we could use international law, such as bilateral investment treaties, to ensure that our clients can enforce their legal rights.


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