A corporation is a legal entity created through the laws of its state of incorporation. Individual states have the power to promulgate laws relating to the creation, organization and dissolution of corporations. Many states follow the Model Business Corporation Act. State corporation laws require articles of incorporation to document the corporation's creation and to provide provisions regarding the management of internal affairs. Most state corporation statutes also operate under the assumption that each corporation will adopt bylaws to define the rights and obligations of officers, persons and groups within its structure. States also have registration laws requiring corporations that incorporate in other states to request permission to do in-state business.
There has also been a significant component of Federal corporations law since Congress passed the Securities Act of 1933, which regulates how corporate securities are issued and sold. Federal securities law also governs requirements of fiduciary conduct such as requiring corporations to make full disclosures to shareholders and investors. Corporate attorneys supervise commercial transactions and structure them so that corporations function within the boundaries of the law. To be a corporate lawyer takes knowledge of contract law, accounting, intellectual property rights, as well as local and state and federal regulations. Security, bankruptcy and tax law all come into play as well.
Business attorneys work with other business attorneys to broker deals wherein all parties involved benefit from the outcome. Business lawyers are team oriented individuals who work to structure deals that benefit their clients as well as themselves. It's work that requires excellent communication skills as well as tenacity of work ethic. Corporate lawyers are in the business of revising documents that contract parties to terms of transaction as well as creating articles for corporation and operation agreements.
Corporate lawyers help form corporations, limited liability companies and partnerships. They draft leases employment acts and warranties as well as advising on family matters and the dissolution of corporations.
Corporate law is a highly structured process and beneficial and nontraditional in terms of lawyering in that there is no prosecution, there is a basic equality of all persons involved and corporate lawyers are usually well compensated for their efforts.
