Have you ever wondered what it is exactly that corporate lawyers do? You’re certainly not alone; even aspiring law students have no idea what the world of corporate law looks like until they are waist-deep in it themselves. So we’ve decided to share with you a glimpse into this life, and what it truly entails to be a lawyer whose career resides in corporate law.
Corporate Lawyers v. Litigators
Large corporate firms typically have both corporate practice and litigation services. Without delving deeply into what litigators do, we can assure you that these two areas of law are worlds apart and both should be explored before any budding lawyer makes a career-shaping decision of this magnitude. Litigation involves more legal research and writing, whereas most corporate lawyers days consist of significantly fewer arguments with the law.
Within the general “corporate” umbrella term, there are several major areas of practice like:
- Mergers and acquisitions
- Real estate
- Corporate finance
Junior lawyers are generally asked to perform a wide variety of tasks as well, that all relate to corporate practice despite the specific area of practice (real estate, banking, etc:
1). General closing preparation
Junior lawyers are given tasks that help to ensure that closings run smoothly. What is a “closing?” A closing is the day that a deal is set to be finalized, where all contracts have been signed and money changes hands. All closings, from real estate to acquisitions, need a junior lawyer to handle the paperwork. A junior lawyer’s job in t his capacity is to keep track of all necessary documents, prepare signature pages for clients to sign in relation to these documents, and exchange any documents that need exchanging. This is actually a pretty hectic process.
Once the close has been completed and the deal is done, it is then the junior lawyer’s responsibility to put together a closing book. This book contains all of the documents delivered for the closing. This kind of work may be easier for those who are extremely organized in their day-to-day lives, but it is still a challenging aspect of the work that they will do.
2). Due diligence
“Due diligence” is a commonly-heard buzzword, but what does it really mean, especially in the area of corporate law? To put it simply, due diligence pertains to fact-finding. For mergers and acquisitions, this means reviewing and summarizing contracts. Junior lawyers are given a contract summary template to follow, and then will be instructed to provide summaries of the contracts that they have been given to review. Their job is then to highlight any issues in those contracts before sending them off to a more senior associate for careful review. This information, once due diligence has been put forth, will be compiled into what is known as a “diligence report.”
In the area of corporate finance, due diligence entails finding proof of certain statements, researching previous company filings and handling disclosure documents. This term basically encompasses any and all work that could be perceived as “doing homework” on the companies that are involved in the deal. This ensures that the client has as much information as possible, so that they can make an informed decision about whether or not to buy a company.
The basic drafting of important documents is one task that juniors may be called upon to do. Officer’s certificates, director’s resolutions, disclosure documents and other deal documents like receipts and consent forms all fall within to the realm of what a junior lawyer may be asked to do.
Generally, a junior given a drafting task will have some information already available, like precedents and model language to work from. This language must be adapted to the current deal, making drafting a practical exercise in creatively wording documents.
To summarize what it is Ottawa corporate lawyers do with their day: They document actions that their corporate client has taken, from small actions like hiring an intern to million-dollar investments.