Most obviously, corporate law is the law of corporations. A corporation is an artificial legal entity, typically chartered by a state and formed in order to operate a business. Once chartered, the corporation is completely separate from its owners, has its own life, is liable for its own debts and must pay its own taxes.
But many lawyers deal with corporations, and not all of them call themselves corporate lawyers. In fact, at this point, you might not have a clear idea of the differences among a litigator who works in-house for a corporation, a tax lawyer who advises corporations from the vantage point of a law firm and a corporate lawyer. If television provides your greatest source of information about law firms, you might believe that lawyers represent clients on deals one minute and head to the courtroom for high-profile litigation the next. This is highly unusual in the real practice of law. While both litigators and transactional lawyers deal with corporations, they do so in very different ways.
Litigation versus transactional law
One of the basic divisions in the practice of law is between litigation and transactional law. Litigation attorneys, or litigators, deal with the judicial process, with civil disputes or criminal cases that are headed to court. In the realm of criminal law, they are prosecutors, public defenders or private defense attorneys. Those attorneys who handle conflicts between individuals, whether over personal injuries, domestic disputes or other matters, are civil trial lawyers. Commercial litigators are trial attorneys whose clients include corporations and businesses.
Note that being a litigator doesn't automatically put you in a courtroom. For public defenders, a career in litigation can mean being in court every week. But litigators who work on corporate or commercial matters might never go to court. They serve their clients by filing motions and briefs and settling conflicts without actually going to trial.
It's a myth that everyone who wants to be a lawyer wants to spend time in a courtroom. Many people don't have any interest in criminal law or personal injury. Some would rather contribute to the creation of a business venture than participate in its breakdown. Some lawyers never want to go to court, and some never want to write the documents that must be submitted to court. Attorneys who facilitate transactions in the fields of corporate or tax law, intellectual property or employee benefits are considered transactional lawyers. In the world of business, transactional lawyers try to set up deals in a way that will avoid litigation and make clear the rights and responsibilities of all parties in the event that something does go wrong.
The difference between corporate law and commercial litigation is simple. Corporate lawyers build transactions or deals, and litigators deal with transactions gone wrong, through the judicial system or alternative methods of dispute resolution like mediation or arbitration.
Transactional law and corporate lawyers
So, what is a corporate lawyer? Basically, corporate lawyers advise businesses on their legal obligations, rights and responsibilities. People who call themselves corporate lawyers are usually corporate generalists, lawyers who provide advice on how to structure a business and evaluate ventures and who coordinate with specialists, like tax lawyers, employee benefits lawyers and real estate attorneys (who are all transactional lawyers), to serve the sophisticated needs of their corporate clients.
While corporate attorneys may provide day-to-day advice to their clients, most of their work, at least in larger law firms, is transactional in nature. In fact, some firms use the terms "transactional" and "corporate" almost interchangeably when describing areas of practice. Corporate lawyers structure transactions, draft documents, review other lawyers' agreements, negotiate deals, attend meetings and make calls toward those ends. A corporate lawyer ensures that the provisions of an agreement are clear, unambiguous and won't cause problems for their client in the future. Corporate attorneys also advise on the duties and responsibilities of corporate officers, directors and insiders.
There are many varieties of corporate law practice, and not all corporate lawyers do the same kind of work. Moreover, not all firms categorize corporate practice in the same way. For example, some firms might have separate practice groups for antitrust or mergers & acquisitions, while others include them within their corporate department. The following list, while not exhaustive, outlines some of the areas in which corporate attorneys might spend their time.
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