Corporate Practice

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Corporate practice generally refers to the representation of companies in the following broad areas: corporate governance and compliance; mergers and acquisitions; and securities. It is very common for a corporate attorney to have a specialty (and, many times, a sub-specialty) in one of these areas. Moreover, many corporate attorneys specialize in representing either public companies (generally, larger companies with many shareholders whose stock trades on a public exchange like the New York Stock Exchange) or private companies (generally, smaller companies with a small number of owners whose stock does not trade on a public exchange), given the significant differences in the legal regimes and business needs that govern each type of company.

Corporate Governance and Compliance. An attorney practicing in this area will generally represent public companies because the relevant laws typically only apply to public companies. Representative matters in this practice area include:

Counseling companies regarding their reporting, disclosure, and shareholder-related requirements under the Securities and Exchange Act of 1934 (‘34 Act);
Preparing disclosure documents required by the '34 Act, including all periodic disclosure filings and proxy statements;
Counseling companies regarding compliance with the Sarbanes-Oxley Act, including implementing codes of ethics and insider trading programs; and
Representing company boards of directors regarding fiduciary duty issues.

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Mergers and Acquisitions. Mergers and acquisitions attorneys advise both public and private companies regarding the following types of transactions:

Mergers of public and private companies;
Purchases of stock and/or assets;
Divestitures and “spin-offs” of assets;
Tender offers;
Leveraged buyouts; and
Joint ventures.

Securities Attorneys in this practice area advise both public and private companies on capital-raising transactions. Representative transactions in this practice area include: