Corporation is a legal body formed using the laws of that particular state. Each state has separate laws regarding the formation, management as well as closure of corporations. According to laws, corporation is a legal entity which charges or is to be charged legal suites, and it is totally different from stockholders. Corporation is totally responsible for corporate debts, and thus stockholders personally are not responsible for it.
Corporate lawyers assist their clients in the formation, organization as well as dissolution of their corporation. Corporate lawyers prepare the documents of incorporation which contains the company's formation paper and specification of internal affairs administration. Some of the states have bylaws which specifies the role and responsibilities of the officers in the company.
Corporate lawyers also look into other aspects of the business like partnerships, business trusts, companies with limited liability and limited liability partnerships. Different forms of business have distinct set of laws for the formation, organizational structure and tax burdens of business. Corporate lawyers assist their client in deciding what to choose to set a business.
Corporate lawyers are also responsible for analyzing a lease for office space or apparatus, preparing employment contracts note. Corporate lawyers also advise business executives on the roles and responsibilities of business directors and officers.
Mergers and Acquisitions:
Another major practice area of the lawyers is the mergers and acquisitions field. While acquiring or merging with another company, a company may adjoin possessions, manufacturing amenities or a brand. Merger or acquisition can also take place to defuse a competitor in a similar field.
Merger and Acquisitions lawyers offer legal counseling in such transactions. Basically, corporate lawyers evaluate a proposed business important assets and liabilities, financial statements, employment contracts, real estate properties and litigations. This process is known as due diligence. After assessing the whole situations, lawyers discuss some key issues with their clients. M&A lawyers discuss these issues with their clients and lawyers in order to decide about parties with liabilities. After finalizing the company, the lawyers prepare the merger or acquisition agreement and discuss rights, responsibilities and liabilities of the parties.
A lawyer may also work in the venture capital field. In this field, a lawyer engages in daily counseling along with private and public financing. The lawyer is responsible for finding money for new businesses, systematizing their business and keeping legal and business structures. In venture capital, lawyers assist emerging businesses to build and develop.
Project finance lawyers are experts in the deals for the development and building of oil refineries, power plants, industrial units, mines, pipelines and telecommunications networks. They assist in the creation of project entity, partnership, corporation and other legal entity as well. They prepare power purchase agreements, building contracts. They also discuss financial terms and conditions with investors and lenders.
Some of the corporate lawyers are experts in securities law. Corporations need to follow some obligations regarding disclosure, national stock exchange etc. Corporate lawyers ensure that the corporations are working in the frame of these laws. Corporate lawyers make reports for IPOs, annual as well as quarterly disclosures and special disclosures.