When I reflect on my law school days, I must admit, I wasn’t entirely sure if practicing law was my destined path. Like many, I was navigating career uncertainties and felt the need for an advanced degree – a story for another time, perhaps. I explored various graduate programs, even taking the GMAT, GRE, and LSAT (though thankfully skipped the MCAT!). My LSAT score opened doors, leading me to apply to several law schools. While there was some thought involved, it wasn’t a meticulously planned decision.
One thing I was certain about was steering clear of litigation. The courtroom drama just wasn’t for me. While I occasionally guide my Texas-based clients through mediation and dispute resolution, and sometimes initiate lawsuits on their behalf, my aim is always to avoid prolonged courtroom battles. Let others handle the briefs, motions, and intricate legal arguments – my passion lies in preventing clients, and myself, from entering the litigation arena in the first place.
Early in law school, the term “corporate law” started circulating, often presented as the antithesis of litigation. It seemed like a natural fit for my aversion to courtrooms. If litigation is out, corporate law must be in, I reasoned. And that’s essentially how I gravitated towards becoming a Corporate Lawyer.
Deciphering the Corporate Lawyer Title
Interestingly, “corporate lawyer” is a term more commonly used among legal professionals than by clients themselves. Large corporations with substantial in-house legal teams, who frequently engage big law firms, are typically familiar with this designation. However, small to medium-sized businesses often find the term less familiar, and sometimes confusing, as we’ll explore.
In essence, within the legal context, “corporate” is largely interchangeable with “commercial” or “business.” For lawyers, it generally denotes an attorney specializing in business transactions. This encompasses a wide range of activities outside of courtrooms, such as:
- Establishing new companies
- Assisting with capital raising ventures
- Managing mergers and acquisitions (M&A) – learn more about Mergers and Acquisitions Here
- Overseeing company restructuring and separations
- Creating joint ventures
- Drafting and negotiating various business contracts
These functions are all integral parts of a corporate lawyer’s role, focusing on the transactional and advisory aspects of business law.
Navigating the Labyrinth of Legal Titles: Business Lawyer, Corporate Lawyer, and Attorney
Given the initial unfamiliarity of many clients with the term corporate lawyer, I often use “business lawyer” when communicating with clients and on platforms like this website. Adding to the complexity, litigators – attorneys who specialize in lawsuits – might also identify as “business litigators” or “corporate litigators.” To mitigate confusion, litigators often specify as “consumer litigators” or “commercial (business) litigators.” Yet, it’s crucial to recognize that some lawyers using the title “business lawyer” may engage in both transactional work and litigation. However, generally, the terms “business lawyer” or corporate lawyer most often point to a transactional attorney – someone skilled in company formation, contract drafting, asset management, and facilitating business sales or acquisitions.
Transactional Attorneys vs. Business Litigation Attorneys: Knowing the Difference
If your legal need involves initiating or defending against a lawsuit, the key term to include in your search is “litigator.” Conversely, if you’re seeking legal counsel for transactional matters – the kind of work I specialize in – terms like “business transaction lawyer” or “transactional business attorney” will be more effective in your search.
Another crucial point when searching for a litigator is to prioritize local expertise, specifically within the jurisdiction where the lawsuit will be filed. Travel expenses for lawyers can accumulate, making a local litigator a more practical choice. Corporate lawyers, on the other hand, offer more geographic flexibility. Legal licensing is state-based, although contract law, while nuanced, isn’t strictly confined by state lines. While my practice is based in Austin, Texas, and many clients are in Texas cities like Houston and Dallas, I also serve clients across different regions. Providing general legal counsel remotely is often manageable, particularly as I also hold a Delaware license, and Delaware law is pivotal in much transactional work. Some clients prefer their CPA and business attorney to be geographically close. If this isn’t a primary concern for you, expanding your search beyond your immediate location opens up a broader pool of qualified corporate lawyers. This broader search allows you to focus on finding the “best business attorney” rather than being limited to “best business attorney Austin, Texas,” for example.
To further clarify the distinction, litigation attorneys step in when a business deal has soured or when a company faces legal action due to alleged misconduct. In contrast, corporate attorneys proactively guide clients through the complexities of running their businesses legally and ethically. Companies rely on transactional business lawyers for guidance through deals and transactions, ensuring their interests are protected and potential missteps are avoided.
Finally, let’s address the terms “attorney” and “lawyer.” In practice, they are synonymous and interchangeable, carrying no functional difference.
Understanding Legal Specializations within Corporate Law
For specialized situations like tax audits or intricate mergers with significant tax implications, a tax law specialist is indispensable. Your corporate attorney, as a generalist, plays a crucial role in identifying when specialist expertise is necessary and when it’s not.
When launching a new company or business venture, engaging a specialist as your first step is rarely advisable. Even when you anticipate needing a tax specialist, for instance, they typically lack a comprehensive understanding of the broader business venture. The more complex the venture, the greater the potential need for specialists, but equally important is having a corporate lawyer who can orchestrate the overall legal strategy, navigating the various components and decisions. A specialist’s advice will be confined to their specific legal niche, which can sometimes lead to an unbalanced allocation of resources towards a narrow area, overshadowing other critical aspects of the business. Specialists are usually identified by their specific area of law, such as bankruptcy lawyers or employment lawyers, clearly distinguishing them from corporate generalists.
To find a corporate generalist, your search should focus on terms like corporate lawyer, business transactional lawyer, or similar. Adding another layer of nuance, some lawyers who identify as corporate lawyers or transactional attorneys may specialize in a transactional niche, such as mergers and acquisitions, securities law, or the increasingly common focus on startups, especially in recent years. These lawyers should still be considered generalists but with a deeper expertise or interest in a particular client type or area of transactional law.
The Strategic Decision to Engage a Transactional Corporate Attorney
Every business, regardless of size, benefits from having a relationship with a corporate lawyer. This doesn’t necessitate an in-house counsel or excessive legal expenditure, but establishing a connection with a seasoned, trustworthy corporate attorney is invaluable. A corporate attorney who understands your business acts as a strategic advisor, helping you make informed decisions about opportunities and risks. Think of them as the quarterback of your business’s legal strategy – someone adept at identifying potential issues and mitigating risks. They provide legal counsel to company leadership and draft essential legal documents, though typically not litigation-related filings.
Corporate lawyers possess a deep understanding of business relationships and collaborate with founders and management to foster company success through strategic, business-oriented legal guidance. They serve as problem-solvers throughout the lifecycle of a company, from its initial formation to eventual dissolution. While specialists in areas like employment law, bankruptcy law, or tax law are sometimes necessary, the corporate generalist provides the overarching legal direction. For areas where specialization is common, consider fields certified by your state’s Board of Legal Specialization. In Texas, you can find this information at http://www.tbls.org/specialtyareas.aspx.
The Scope of Work for Corporate Lawyers
As a business transactional lawyer, a significant portion of my time is dedicated to advising clients on their daily business operations and crafting and negotiating legal contracts. I also frequently assist clients in preempting litigation by mediating solutions for troubled deals or business relationships through mediation and other dispute resolution methods. A proactive corporate lawyer aims to prevent issues by incorporating protective measures and clear solutions into client agreements. A well-constructed contract clearly defines the rights and responsibilities of all parties involved, especially in contingency scenarios.
Business lawyers are found in law firms, operate their own practices, or work in-house as part of a company’s legal department. In my role as a corporate lawyer with my own firm, my work includes drafting contracts, facilitating mergers and acquisitions, forming companies, and assisting with capital raising. Through these activities, a corporate attorney ensures adherence to legislation, regulations, statutes, and company policies, often even drafting these policies. Crucially, the corporate attorney advises companies on legal compliance, including the duties and responsibilities of corporate officers, directors, and insiders.
Clients typically seek my counsel when they need guidance or are facing a business challenge. I prioritize listening to understand their specific needs and finding effective solutions. Here are a few common scenarios I encounter:
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“I have a promising business idea, but I’m unsure of the next steps.”
Understanding the core business concept is paramount for a corporate lawyer. Before legal entity formation, a corporate lawyer evaluates the most suitable structure for the client’s needs – whether it be a sole proprietorship, partnership, limited liability company, corporation (for-profit or nonprofit), or another entity type.
With corporations, the state of incorporation offers strategic choices. Delaware is often favored by larger companies for its tax benefits, lower incorporation costs, and favorable corporate governance laws. However, registration is still required in every state where the business operates. For businesses with limited expansion plans, incorporating in their home state might be more practical.
For startups, establishing administrative processes, such as stock issuance and voting rights, requires legally sound documentation drafted by a corporate lawyer to comply with state and federal securities laws. Failure to engage legal counsel and ensure regulatory compliance can expose the corporation and its owners to liabilities and penalties. As a corporate lawyer, I guide company managers, officers, founders, and partners on their fiduciary duties, acting as the company’s quarterback in identifying and mitigating risks.
Furthermore, a business lawyer supports the startup phase by drafting intellectual property assignments, stock purchase and vesting agreements, non-disclosure agreements (NDAs), independent contractor agreements, and essential supply and service contracts.
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“I need to fuel my business expansion through additional investments – possibly from family or external investors.”
This statement signals a need for capital. While the client may suggest specific funding sources, a corporate attorney can broaden the scope, recommending diverse funding avenues and advising on the optimal approach. Considerations include: Are bonds or loans viable? Is a public offering a future goal? Are family investors accredited?
To facilitate capital raising, a business attorney can assist with convertible notes for initial investors, angel investor seed rounds, negotiation of venture capital term sheets, and stock purchase and grant agreements, ensuring financing terms are favorable and regulatory compliance is maintained throughout document drafting.
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“My goal is to expand my firm and I’m considering acquiring or merging with another business.”
Mergers and acquisitions typically necessitate corporate lawyer involvement throughout the entire process. Prior to acquisition or merger, a client and their corporate lawyer conduct thorough due diligence to fully understand the target company, including liabilities, contractual obligations, and potential risks.
Based on legal due diligence findings, a business attorney drafts and negotiates merger agreements, purchase and sale documents, bills of sale, consulting agreements, and earn-out arrangements. Post-deal closure, I often provide counsel on integration matters and advise on ongoing rights and obligations.
Mergers and acquisitions (M&A) is a common area of specialization for corporate generalists. While hiring a lawyer specifically labeled as an “M&A lawyer” isn’t always necessary, a general business transactional attorney may be well-suited for advising on business acquisitions or sales. However, M&A transactions can become highly complex. Lawyers with a passion and aptitude for M&A often specialize in this area, developing crucial expertise in identifying potential issues and overlooked considerations – knowledge often gained through extensive experience.
Crafting Essential Business Agreements
An experienced corporate lawyer has likely drafted and negotiated a vast array of business contracts. I am proficient in creating:
- Supply Agreements
- Service Agreements
- Commission Agreements
- Non-disclosure Agreements
- Asset Purchase Agreements
- Stock Purchase Agreements
- Merger Agreements
- Stock Option Plans
- Vesting Agreements
- Leases
- Promissory Notes
- Security Agreements
- Earn-out Agreements
- Licensing Agreements
- Settlement and Separation Agreements
- SaaS Agreements
… and many more.
For most businesses, unless exceptionally large or complex, a corporate generalist is typically well-equipped to handle contract drafting needs. In certain situations, specialist input may be beneficial, particularly in areas like intellectual property licensing. While directly engaging an IP licensing specialist might be an option, consulting a corporate lawyer first can help you determine the most appropriate legal expertise required, highlighting the value of having a robust relationship with a transactional attorney.
Selecting the Right Attorney for Your Specific Needs
When choosing legal counsel for your business, the primary decision often lies between a litigator and a transactional corporate lawyer. While some attorneys practice both, specialization is more common. If you anticipate initiating or defending a lawsuit, a litigator is the clear choice.
Regarding specialists, unless a specialist need is evident, such as bankruptcy proceedings or highly specific tax or employment law questions, your initial contact should be a corporate attorney who handles business transactions – a corporate generalist.
Again, envision your business lawyer (or corporate attorney) as the quarterback of your legal team. This doesn’t imply they merely delegate tasks; corporate lawyers are highly productive professionals who bring significant value through their comprehensive understanding of business operations and legal frameworks. They translate business deals into legally sound documents and navigate legal complexities to facilitate business objectives.
If uncertainty persists about the type of attorney best suited for your situation, please reach out. I am happy to provide guidance. If my expertise aligns with your needs, that’s excellent. If not, that’s perfectly fine too. My priority is to offer helpful direction.
Author: Brett Cenkus
Brett Cenkus is a business attorney with over 18 years of experience, based in Austin, Texas. He has served a diverse clientele and has clients across Texas and numerous technology clients throughout the United States. A Harvard Law graduate, Brett combines sharp legal acumen with an entrepreneurial mindset. As a founder of six companies, he is particularly passionate about supporting startups. In 2016, Brett received the RecognizeGood Ethics in Business & Community Award in the Individual category. He provides businesses with solutions aligned with their culture, goals, and values. Learn more about Brett on the About page of this website.
