A career in Corporate Law – All you need to know

Scope and Ambit of Corporate Law in India

The corporate sector in India has seen tremendous growth at an extremely rapid pace. Today, the business sector is the mainstay of the Indian economy and contributes approximately 53% of the Indian GDP. The career opportunities and growth within this industry are plentiful, which is why more and more young aspirants choose this field of work.

What is the purpose of corporate law?

Corporate law oversees all external and legal matters, such as litigation, investigations, compliance, mergers and acquisitions, contracts, and international trade issues. Corporate lawyers are charged with protecting the legality of commercial transactions, representing companies, and advising corporate employees about their legal rights and obligations. The focus is usually on how companies and corporations interact with each other externally through commercial transactions and internally through corporate governance.

Where do corporate lawyers work?

Because this particular area of specialization is primarily focused on corporates, a lawyer can represent all sorts of entities, including associations, corporations, sole proprietorships, and partnerships. The areas where a corporate lawyer works include:

Law firms: The majority of corporate lawyers work in law firms, where they can be involved in drafting agreements for mergers, joint ventures, acquisitions, and similar matters or providing legal guidance on labor or corporate law-related matters. 

Corporate litigation: Many lawyers choose to handle corporate litigation involving many contractual and legal issues that a company could encounter throughout its existence. Corporate litigation disputes can be broadly classified into:

• Fraud or Deceptive Practices
• Dispute between Employer and Employee
• Violation of Contract

In-house counsel: Working in-house can be quite different from working in a law firm. In the first place, in-house lawyers have only one client- the company they work for. That means there is no pressure to be a rainmaker or find new clients, which is why more and more are adopting this as an area of practice. They work in areas like transactions, acquisitions, and contracts. 

Regulatory bodies: Corporate lawyers can participate in regulatory bodies such as the Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), Insurance Regulatory and Development Authority of India (IRDAI), Competition Commission of India (CCI), and Pension Fund Regulatory and Development Authority (PFRDA). This includes working with various departments, such as surveillance, legal affairs, litigation, and commodities. Lawyers can join the team investigating matters related to IPO frauds and other scams.

Practice Areas under Corporate Law

Corporate law is a broad area of specialization, with many subjects falling within its scope. Corporate lawyers usually specialize in one or two areas. Corporate law entails:

• Corporate restructuring

Corporate Restructuring is the procedure of making adjustments to the structure of a company’s several business portfolios to create a more profitable enterprise. It’s simply reorganizing the structure of the company to increase its profitability and efficiency.

The role of the commercial lawyer is to make sure that the restructuring process is carried out in compliance with all corporate laws and regulations and that the company and its directors can move forward on a sound financial and legal basis. There are a variety of ways in which corporate restructuring can be carried out, and the lawyer’s role is crucial in each step.

The majority of companies are under pressure to improve their earnings and revenue. To achieve this, corporations tend to merge with other businesses, acquire other companies, or sell off portions of their existing business. The function of the corporate lawyer is to:

• Be sure to adhere to the rules set out in section 230 to section 240 of the Companies Act, 2013, which deal with mergers, amalgamations, arrangements, and the process to be followed for getting the arrangement, compromise, or amalgamation scheme approved.
• To assist clients with the appropriate financing needed in mergers or acquisitions. They also advise on the drafting, negotiation, and execution of contracts for the sale of portions of the company.
• In acquisitions, lawyers perform due diligence checks about the business which has to be acquired.
• It may involve the attorney looking over the company’s finances, employee agreements, intellectual property, environmental liabilities, or any pending litigation that involves the company. They will also advise buyers or sellers about these potential dangers.
• Lawyers not only help the buyer or seller understand the risks involved, but they also play an important part in structuring a transaction by helping the entity decide what portion of the business will be sold and whether the sale of the company will be structured as the sale of the company’s assets or sale of a stock of the company.
• Drafting of a non-compete agreement that states that the seller cannot compete with the buyer’s newly acquired business.
• Assisting in matters of transfer of intellectual property and technology from one company to another.

Insolvency and Bankruptcy

Insolvency and bankruptcy are complicated procedures that require a variety of crucial choices for an organization. The role of a bankruptcy lawyer is to advise the company regarding the bankruptcy process and determine if it is the right decision or not. 

They must also comply with the rules and regulations mentioned in the Insolvency and Bankruptcy Code, 2016. The lawyers assist an entity in looking more closely at the debts, assets, and financial condition of the company. The lawyer is also charged with the responsibility of conducting analysis and evaluation of the financial documents.

Refinancing

Engaging lawyers in refinancing can build confidence for the entity while dealing with banks and other corporate financial sources. They can negotiate favorable terms or look at the implications of the proposals the company may have overlooked. They help to ease the burden and restore a more equitable agreement.

Corporate litigation

Corporate litigation covers a lot more than just one company suing another. In reality, corporate litigation can refer to any legal process that has anything related to a business or corporation. It can also include ways to avoid legal action as well as actually manage and litigate business disputes.

Lawyers’ roles in corporate litigation include:

• Ensuring compliance with wage and anti-discrimination laws
• Protecting companies against unfair termination suits
• Ensure compliance with new accounting and corporate governance rules
• Litigating or mediating shareholder-derivative lawsuits
• Managing corporate tax compliance
• Resolution of labor disputes between unionized workers and also with at-will employees and professionals
• Breach of contract issues typically with other companies, whether defending or prosecuting
• Tort issues if a customer gets injured from one of your products and services

A tax advocate can serve as an in-house counsel and can engage in a separate practice. Lawyers have a significant part to play in a tax firm which includes duties such as:

• All legal services in the field of taxation laws
• Income Tax Advisers
• Tax Appeal Advisers
• Tax Law Compliance and Returns
• Tax Law Documentation
• Legal advice forum for all things concerning Tax
• Tax compliance on goods and services registration services
• Filing of ITR, returns of taxes, litigation services in the fields of income tax
• GST advise, appeals, planning, tax compliance

Real estate

A large portion of corporate lawyers works in the field of real estate. Real Estate lawyers are a part of several of India’s biggest real estate-focused funds and real estate firms in investments, joint ventures, property acquisitions/sales, and leases. The lawyers must be knowledgeable about various real estate structures and have extensive expertise in dealing with complicated issues in this sector.

International capital markets

The scope for company lawyers in the international capital markets is enormous. They are in close contact with Underwriters, FIIs, Banks, Venture Capitalists, and Asset Management Companies. They frequently provide advice to clients on the aspects of Initial Public Offerings, Private Placements, Qualified Institutional Placements, Foreign Currency Convertible Bonds, Global Depository Receipts, and other significant transactions.