Areas of Corporate Practice
Corporate formation, governance and operation
A corporation is a legal entity created through the laws of its state of incorporation. Individual states make laws relating to the creation,
organization and dissolution of corporations. The law treats a corporation as a legal "person" that has standing to sue and be sued, distinct
from its stockholders. The legal independence of a corporation prevents shareholders from being personally liable for corporate debts. The legal
person status of corporations gives the business perpetual life; the death (or, in today's climate, discrediting) of an official or a major
stockholder does not alter the corporation's structure, even if it may affect the stock price.
A corporate lawyer can help a client create, organize or dissolve a business entity. To form a corporation, an attorney drafts articles of incorporation, which document the creation of the company and specify the management of internal affairs. Most states require a corporation to have bylaws defining the roles of officers of the company. Corporate lawyers also deal with business entities in the forms of partnerships, limited liability companies, limited liability partnerships and business trusts; each form has its own set of legal rights and responsibilities, organizational structure and tax burdens. Attorneys help their clients decide which of these legal forms is best suited for the business they want to run and the relationships the principals want to build with each other.
A corporate lawyer who helps a client form a company might later be called upon for other legal advice related to the start-up or management of the business, like reviewing a lease for office space or equipment, or drafting employment contracts, non-disclosure and non-compete agreements. Corporate lawyers might research aspects of employment law or environmental law or consult with another attorney who specializes in that field. Business executives also seek advice from attorneys on the rights and responsibilities of corporate directors and officers.
