In common parlance, the term "corporate lawyer" is often used as a synonym for "business lawyer." In its broadest sense, corporate legal practice thus varies substantially. Most corporate lawyers focus on transactional work and spend little time in the courtroom (or the library). Still others practice law in-house at corporations and financial institutions where they do both transactional work and advise fellow employees on the many legal questions that corporations face.
Corporate lawyers commonly advise a diverse set of clients, including closely-held, publicly-traded and even multinational companies. Many corporate lawyers also represent financial institutions, such as banks, investment banks, and institutional investors, such as insurance companies, pension funds, mutual funds, private equity funds and hedge funds. The issues a corporate lawyer might work on include, among other things, capital formation and securities issuances, mergers, acquisitions and divestitures, leveraged buy-outs, joint ventures, business restructurings, licensing and intellectual property rights and commercial contracts, as well as related regulatory matters. A lawyer specializing in the securities regulation aspects of corporate law could expect to work on both public and private offerings of debt, equity and hybrid securities. Such transactions include public offerings, shelf registrations (including universal shelf registrations), medium-term note programs, Eurodollar and global securities offerings, private placements and Regulation S and Rule 144A offerings. Corporate lawyers specializing in mergers and acquisitions would work on transactions like exchange offers, tender offers, going private transactions, negotiated debt restructurings and spin offs.
Today's corporate practice emphasizes creative and practical solutions to the issues and problems that arise in today's complex and competitive financing and business environment. Corporate lawyers must be responsive, efficient, and sensitive to the needs of the client.
The globalization of the capital markets requires an increasing degree of international expertise on the part of corporate lawyers. Understanding international capital markets enhances your ability to advise clients and meet the demands of the U.S. capital markets.
The expansion of the regulatory state similarly requires corporate lawyers to develop expertise in a wide variety of domestic legal issues. In structuring and implementing transactions or providing advice on continuing business and commercial matters, corporate lawyers must routinely coordinate with specialists in other practice areas, such as tax, employee benefits, antitrust law and environmental law.
At this stage of your career, you may know that you want to practice corporate law but still not know whether you will (or even if you would like to) do mega-deals for large corporate clients or advise small closely-held companies. Students contemplating a Wall Street-style practice (whether in Los Angeles, New York or elsewhere) need more exposure to corporate finance, securities law and international issues than do those who anticipate becoming corporate generalists dealing with the daily issues that arise in the operations of a corporation, such as employment disputes and routine business negotiations.