The role of a corporate lawyer

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Corporate and commercial lawyers are experts in company and business law. They understand the minute differences between legal entities and how to best utilise them for different purposes. They also assist companies in various transactions stemming business operations.  

In the field of mergers and acquisitions corporate lawyers will enter into negotiations with the target entity first, normally coming up with a memorandum of understanding (MOU). The next step for the corporate lawyers will be conducting a legal due diligence on the target company, assessing what legal liabilities exist. 

These liabilities are commonly litigation – pending and present – negotiable debt instruments, labour and property issues related to the ownership and later, transfer. A register of all contracts entered into on behalf of the target company will be complied and the corporate lawyers will assess the risk relating to each one.  Depending on the nature of the transaction, the lawyers will have to file merger notices with the TRP (Take Over and Regulation Panel) as well as with the Competition Commission in accordance with legislation.  The lawyers will also draft the conditions of sale and the agreement.  In addition, the corporate lawyers will often draft finance agreements pertaining to the transaction as well as any escrow agreements.

In South Africa, the vast majority of attorneys  focus on corporate law.  The major difference between these lawyers is the size of the transactions that they participate in.

Once the transaction is finalised, the corporate lawyers will draft the new shareholders agreements and advise on the share structure/types of shares to be issued in accordance with their mandate.  Furthermore they will draft the new entities’ memorandum of incorporation (MOI) and lodge it at the CIPC (Companies and Intellectual Properties Commission) together with documents effecting name changes of the target company.

Once this is completed they will attend to advising the company on how the change of ownership will affect movable and immovable property as well as giving advice on labour matters.

Is there a high level of demand for corporate lawyers in South Africa?

In South Africa, the vast majority of attorneys  focus on corporate law.  The major difference between these lawyers is the size of the transactions that they participate in.  

As the transaction size and value increases, so does the complexity and risk and therefore big law firms are often preferred as they have specialist teams which focus exclusively on these types transactions as opposed to smaller firms who are more generalist.

What are the key skills required to be a corporate lawyer?

The first key skill that corporate lawyers are equipped with is an understanding of business and how transactions will fit in within the ordinary scope and course of business in general.

The second and arguably most important aspect is an intermit  understanding of company law, this includes but is not limited to the New Company’s Act, the Competition Action, the Consumer Protection Act as well as in depth knowledge of business entities. These types of lawyers have excellent drafting skills and are able to include and delete clauses in contracts for maximum value to the client.

What type pf corporate lawyers succeed?

Corporate lawyers are experts in all facets relating to company law as well as having a solid understanding of how companies operate & function.  Along with these attributes, corporate lawyers are expected to be excellent contract negotiators and drafters.  They are expected to work long hours, often being held to tight schedules.

Career progression for corporate lawyers?

Corporate lawyers are extremely versatile in the sense that they are exposed to all elements of commercial transactions and as such have a very good understanding in many areas of law.  Within a large firm ('Big 5') the normal progression for an LLB gradate is to complete two years of Articles of Clerkship.  Once this period is over and the candidate has successfully completed the attorney’s admission examinations (Board exams), they may, depending on their performance as well as operational requirements of their respective firms, be offered and associate position.  From associate the candidate’s next progression is three to four years to senior associate and later on, director/partner.  

Throughout their progression further responsibilities will be allocated to them ranging from research all the way to management of the project and staff.

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For more career advice please contact:

Nic Sephton-Poultney, Country Manager (South Africa)
+27 (0) 11 881 2414

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