Corporate is the practice area of lawyers who advise corporations and their officers, directors, and controlling shareholders with respect to the formation, governance, and day-to-day legal problems of such entities. They are required to be true generalists, since their advice may involve such diverse matters as: the proper conduct of the board, its directors, and its committees; executive compensation; shareholder agreements relating to board representation and voting rights; compliance with federal and state regulations affecting the client’s particular industry; commercial contracts with the corporation’s customers and suppliers; the corporation’s sales of securities; relations with the corporation’s accountants, commercial bank lenders, and investment bankers; the structure of the corporation’s joint ventures; communications with the corporation’s stockholders, creditors, and customers; and the preparation of any required periodic disclosure filings with the SEC and proxy statements sent to stockholders.

Depending on the size of the market in which the lawyer practices and the size of the lawyer’s firm, he or she may be required to handle nearly all of a corporation’s legal matters. In larger firms, the Corporate lawyer with the principal client relationship will be expected to be familiar with all the issues the corporation is likely to confront, but may engage lawyers from other practice areas to assist in matters requiring special expertise, such as securities offerings, tax issues, and litigation.

Joseph W. Armbrust

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