Corporate Reorganization and Structuring
Often companies need to make changes to their legal structure or reorganize business activities because of investment, a merger, or an acquisition.
Corporate attorneys can help walk the management team, shareholders, or owners through the entire restructuring process.
Depending on the situation, it may be necessary to dissolve one company and form a new one. Sometimes it makes the most sense to create a new holding company or to turn the existing company into a holding company and organize several new independent units.
Other times a company may need a new operating agreement or corporate charter to reflect changes in the company or to repair defective founding corporate documents.
Whatever structural changes that may need to be made, your corporate attorneys will help you mitigate risk and create a durable structure that will stand the test of time.
While most people think of corporate lawyers as always focused on lawsuits and litigation, much of the work of a corporate lawyer is actually focused on avoiding expensive lawsuits. One of the premier risk mitigation strategies is the legal audit.
Like a financial audit, a legal audit carefully reviews a select area of corporate activities to make sure everything is in order. A legal audit may uncover compliance issues that need to be fixed before the company is fined, risky policies and procedures that put the company in legal jeopardy, untapped intellectual property assets, and much more.
Successful companies have regular legal audits as a way to make sure that a surprise claim doesn’t derail the profits of innovation of the organization.
Corporate Governance Issues
One of the keys to running a successful company is trying to keep all of the stakeholders on the same page. Because companies often have complicated decision making processes; that involve the management team, the board of directors, and shareholders, major corporate governance issues occasionally come up.
Corporate lawyers will often be called in to represent one group of stakeholders and to try and resolve the dispute over who has the authority to make certain decisions.
Often corporate governance issues can be resolved through dialogue, negotiation, and the amendment of the corporate charter. However, sometimes the differences are too stark and litigation is the only way to resolve the issue.
Proper tax planning is essential for the long-term financial success. Corporate lawyers advise companies on the best way to reduce their tax burden, how to maximize the tax advantages of necessary expenditures, and work to make sure that any tax moves are properly documented and in compliance with the law.
Tax planning can involve relatively straightforward strategies such as carefully timing large investments and purchases.
But, it can also require complex financial transactions and changes to the corporate structure.
Corporate lawyers not only provide advice about taxes, but they can also deploy the strategies and tactics they recommend. If you are concerned about the taxes your company may be required to pay, you need to enlist the guidance of a good tax lawyer as soon as possible.
Corporate Finance and Restructuring
Starting, running and expanding a successful company often requires access to lines of credit. You may need substantial amounts of financing to pay for innovative investments and rapid growth strategies. Corporate attorneys routinely work on corporate finance issues.
Often, in order to secure adequate financing for large projects, corporate lawyers will be called in to create complex commercial finance agreements. These are not standard loan templates. Each transaction requires a custom approach.
Sometimes the corporation needs to be restructured to qualify for financing. Corporate attorneys are also used when a financing deal goes bad, and a deeply leveraged company needs to get a workout or a radical restructuring.
The premise of American corporate law is that the shareholders own companies. However, different factors such as diluted voting power, complex management systems, and a rapidly changing marketplace can all make it difficult for some shareholders to get the kinds of returns they want or for them to directly influence the direction of the company as much as they desire.
Shareholders can act on their displeasure in a number of different ways. Corporate lawyers often represent either a group of shareholders or management in a dispute. Sometimes through negotiation the dispute can be resolved. Other times, only by going through a contentious voting process can the issues be brought to close.
In the most difficult cases, a shareholder lawsuit often results. Corporate lawyers must work to aggressively litigate on behalf of their client’s interests.
While a lot of the work of corporate attorneys is transactional, the best attorneys are also experienced litigators. They understand what happens when something cannot be resolved outside of the court system and they are not afraid of going to battle for their clients.
Corporate litigation, also known as commercial litigation, is complex, expensive, and time consuming. However, it is sometimes the only way to protect the interests of the corporation.
Corporate litigation is much more involved than just making a few arguments in court. It involves writing complex legal briefs, conducting detailed discovery, dogged investigation, and relentless negotiation. While most lawsuits will never go to trial, corporate attorneys know that they better prepared they are to take a case all the way to a trial, the better position their client will be in.