Corporate lawyers generally focus on deal execution for clients. Work handled includes share sales, mergers, acquisitions and joint ventures. Corporate lawyers typically liaise with and co-ordinate other internal departments (e.g. the Tax, Competition and Employment departments), sourcing specialist expertise and advice to facilitate transactions when the need arises.
The Corporate department produces key documentation necessary to execute transactions; advises bidders and targets on public takeover offers; advises sellers and purchasers on private acquisitions and disposals; advises individuals on potential equity (share) purchases; and offers general corporate advice concerning, for instance, contractual rights and logistics.
Banking / Finance / Capital Markets
Banking lawyers advise clients on finance-related matters, such as accessing the capital required to finance transactions. Work can include: acquisition financing (to help one company purchase another); general corporate lending (if a company requires capital); project financing (e.g. for building a wind farm); infrastructure financing (e.g. for building an airport or high speed rail network); asset financing (e.g. for building a large commercial property); restructuring and insolvency work (if a business encounters financial difficulties or is declared bankrupt); and deals relating to the capital markets (for instance bond issues).
Finance lawyers produce the documentation required for a client to, for instance: issue debt (e.g. bonds) in the debt capital markets; list on a stock exchange; and secure large loans from a lender or syndicate (group) of lenders. Lawyers may also conduct due diligence to: determine whether a borrower is likely to default on a loan; ascertain whether security can be taken over an asset to support a loan; and ensure financial transactions comply with relevant regulations.
Insolvency: a company is ‘insolvent’ when it cannot pay its debts in time, or when the total of its liabilities exceeds its assets. If a company becomes insolvent, it must cease trading.
Liabilities: legal responsibility for a particular problem, or in finance terms, outstanding debt.
Security: taking security over a borrower’s assets can increase a lender’s chance of receiving back its money if the borrower defaults on the loan. There are many types of security, including mortgages, fixed and floating charges and guarantees. Some of these are considered in more detail further into this handbook.
Guarantee: involves a guarantor (e.g. a parent company) making a legal promise to a lender that they will fulfil any outstanding financial obligations covered under the guarantee if the borrower (e.g. a subsidiary of the parent company) defaults on a loan.
Subsidiaries: subsidiaries are companies that are owned/controlled (or partially owned/controlled) by another company (known as the ‘parent’ or ‘holding’ company).
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By Jake Schogger - City Career Series