Business and corporate lawyers can assist with numerous legal situations that may arise during the operation of a company. These include the drafting and negotiation of contracts for employment relationships, service agreements, purchases and sales of goods, as well as rights of shareholders.
Both federal and state governments regulate the laws relating to businesses and corporations. Business and corporate lawyers play a pivotal role in helping companies navigate complex legal matters, from contract negotiations to mergers and acquisitions.
Mergers & Acquisitions
Mergers and acquisitions are two of the most common deal structures that entrepreneurs and small business owners may face. Mergers and acquisitions are a way for businesses to expand their services, increase market share, gain economies of scale, improve customer service and other benefits. However, merging or purchasing another company can also create new legal issues and problems that need to be resolved.
Business lawyers with experience in mergers and acquisitions can help companies navigate the complex legal issues that are involved in M&A transactions. These include legal due diligence, contract law, employment contracts, intellectual property transfers, tax laws, regulatory compliance and a variety of other issues. In addition, these lawyers can assist with negotiating contracts and ensuring that all parties involved understand their rights and obligations.
M&A deals can take a lot of time to finalize. Getting business and corporate lawyers involved early in the M&A process can save time, money and prevent costly mistakes. For example, a lawyer can ensure that a letter of intent (LOI) contains all the required provisions, such as non-disclosure agreements, confidentiality agreements and purchase/sale agreements for the assets being transferred.
Another benefit of getting a business and corporate lawyer early in the M&A process is that they can provide valuable advice to both companies on negotiating a fair price for the transaction. A lawyer can also recommend other professionals to conduct due diligence and make sure all aspects of the M&A deal are covered.
Contract Negotiations
Contracts are a regular part of business transactions and involve details about responsibilities, rewards and risks between parties. Business and corporate lawyers can assist with contract negotiation and ensure that the terms negotiated are beneficial to both parties and adhere to laws and regulations for the business’s industry and location.
Contract negotiations can take place in many different circumstances, from an employment contract to a purchase or lease agreement. However, they all have some basic elements in common, such as the exchange of consideration between two parties. Consideration is the value of something given in exchange for an offer or promise. For example, Jack may agree to buy 1,000 units of cement from Diane in exchange for $5,000 (Jack’s benefit), but in reality, the transaction was not a good bargain for either party.
During a contract negotiation, it’s important to communicate clearly with the other party and understand their perspective. While this is often difficult, it can be critical to the success of a contract negotiation and help to avoid disputes later on. It’s also helpful to clarify your own negotiating authority with your counterpart before the discussion begins so that you don’t get caught off guard later on when it comes time to enforce the contract.
A successful contract is a win-win situation for both parties. The goal of a lawyer is to achieve this outcome from the start and not just resolve issues after an initial disagreement.
Copyright & Trademark Registration
Trademark and copyright are two of the most common legal terms, and you’ve likely seen them affixed to various brands and products. Though they both offer protection of intellectual property, trademarks protect items that define a brand (like a name or logo), and copyrights protect literary or artistic works such as books, songs, photos, web content, and software.
When your clients are considering a product launch or marketing campaigns, it is important to consider whether the company name, slogans, logos, or packaging may be subject to copyright or trademark protection. While it isn’t necessary to register a mark to have rights in it, registration offers a presumption of ownership nationwide and can help with qualification for various online sales programs.
For example, in the case of Nestle’s KitKat 4-bar shape, the company was able to use its registration to argue that Cadbury’s use of a similar shape with their own products infringed upon Nestle’s trademark because consumers associate the shape with the quality and nature of Nestle’s goods.
While a copyright is automatically created at the moment of creation, a business can register its work through the United States Copyright Office in order to make it easier to sue for infringement. The Pote Law Firm helps clients consider these issues, and assists in navigating the trademark and copyright application process.
Formation of Business Legal Entities
A business legal entity is a government classification that allows businesses to engage in trade and other commercial activities. These entities can be found at the local, state or federal level and serve as a vehicle for companies to conduct business. This type of entity maintains a separate legal existence from the owners and can sue or be sued independently.
Business lawyers can help their employers select the best business legal structure to meet their long-term and short-term goals. They can also review staff policies, contracts and other legal documents to ensure that the company meets local laws and regulations.
Corporate lawyers have a broad range of responsibilities, including the establishment of corporate structure, drafting articles of incorporation, advising executives and directors on their roles and rights, and creating bylaws. They can also create policies to guide the company’s financing. They are also tasked with negotiating and executing legal agreements between their employer and clients, vendors or partners.
Some common business legal structures include sole proprietorships, partnerships and corporations. A sole proprietorship is one of the simplest to establish, but it can be risky because profits earned belong to a single owner and can have liability ramifications. Partnerships can be more complex and require the filing of legal forms. Corporations, on the other hand, can offer limited liability protection to shareholders and are popular with large businesses.