What do corporate lawyers do anyway?

Updated December 6, 2023

One may be drawn to the buzzing world of corporate Canada, and these include lawyers who are practicing in the field of corporate law. But what exactly is the job of corporate lawyers anyway? What does their day to day look like?

This article will answer these questions, plus the laws that a corporate lawyer will have to deal with in their career.

Corporate lawyers can use this article as a client education piece to help explain what they do. Law students – even those who are now articling – can also use it to help them decide if corporate law will best suit them.

What is the job of a corporate lawyer?

Corporate lawyers are hired by organizations, corporations, or companies (called the corporate clients) for various reasons.

It may be for the creation of a corporation (incorporation), for its transactions when doing business as one, or even upon its ‘corporate death’.

They may also be hired for a one-time transaction by their corporate client or retained for a period covering a number of legal tasks.

Corporate lawyers spend their time documenting an action their corporate client has taken, from as small as hiring an intern to as big as making an investment worth millions of dollars.

Corporate vs. Litigation

There are two roles that a corporate lawyer may be involved in: corporate practice or litigation.

Since these two aspects of legal corporate practice are different from each other, law students are encouraged to explore these during articling or their early years of law school.

However, corporate lawyers rarely practice these two separately. In other words, corporate practice is not exclusive from litigation, since the two are connected in a corporation’s business.

For example, when negotiating contracts, lawyers exercise corporate practice for their clients. But when contracts are breached, a corporate lawyer may do litigation to enforce and protect the rights of their clients.

Corporate practice

Others would term corporate practice as “transactional” in nature. This means that corporate lawyers involved in this area rarely appear in the courtroom, since their job is mainly behind the scenes.

Here, corporate lawyers will ensure that their clients’ dealings with other parties are well within the law and according to the rights and obligations of both. They also ensure that their clients comply with Canadian laws and regulations covering corporations.

Lawyers in corporate practice try their very best to avoid litigation – whether civil or criminal – because of contractual or statutory violations. As such, lawyers try to reduce the risk of their corporate clients being exposed to litigation.

Some examples of the work of corporate lawyers in this role include:

• preparing contracts or other related documents
• conducting due diligence
• representing their clients

Litigation

While corporate practice is preventive in nature, corporate and commercial litigation is remedial in character.

Corporate lawyers – or corporate litigators – in this practice use their knowledge of court rules and procedures, including the appropriate legal remedies that are in favor of their clients.

This practice is called for when a corporate client wants to uphold their rights (being a plaintiff in a case), or when they’re defending themselves against the parties it dealt with, including the government.

Related to litigation is resolving problems just before they reach the courts. Here, corporate litigators use various methods of alternative dispute resolution, such as negotiating with the other party to reach a compromise.

Corporate litigators may also use mediation or arbitration, especially if it’s provided in their contract, or if the law provides so. The work of corporate litigators also includes last-minute remediation of problems involving their clients.

Watch this video from a Canadian corporate lawyer about her experiences on the field and her advice to those who are still studying corporate law:

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Contracts and legal documents

Usually, corporations and companies depend on lawyers to do basic drafting of documents. Oftentimes, this may include officer’s certificates, director’s resolutions, or other deal documents such as receipts or consents.

Corporate lawyers may also be tasked with drafting disclosure documents. These include documents that will get filed publicly such as a material change report, or used privately such as securities offering memorandums.

General closing preparation

Corporate lawyers, especially the junior ones, will be given tasks to help ensure closings run smoothly. A closing is the day a deal is set to be finalized. On this day, all relevant contracts are signed and money exchanges hands.

Here, a corporate lawyer will be tracking each document according to a list provided (the closing agenda or checklist). The lawyer’s job will also include drafting such documents, or keeping track of whether it will come from another law firm or a third party.

A corporate lawyer tasked with a general closing preparation will also ensure that all documents are executed by preparing signature pages for clients to sign.

The night before the closing is usually very hectic. Everyone will be busy trying to finalize, execute, and exchange all necessary documents.

The task of a corporate lawyer does not end when the deal is closed. After the closing, a corporate lawyer will have to put together a closing book. This book is a compilation of all of the documents delivered for the closing.

Mergers and acquisitions

When a corporate client acquires another company, or merges with another, its in-house or hired corporate lawyer will also be put in the spotlight.

Although the success of mergers and acquisitions (M&As) is dependent on the work of many people, lawyers are helpful in that process.

A corporate lawyer’s job in M&As may include:

• negotiating with the other party involved in the M&A
• drafting or reviewing documents such as the confidentiality agreement, letter of intent, purchase agreement, among others
• conducting due diligence
• ensuring that no Canadian laws are violated, especially the federal Competition Act

Due diligence

In corporate practice, due diligence can be thought of as fact finding. For M&A transactions, this usually means reviewing and summarizing contracts.

Junior corporate lawyers usually have a contract summary template to follow, for which they will provide summaries of the contracts they are given to review. The role of the junior is to spot and highlight any issues they see in those contracts. The summaries will then be reviewed by a more senior associate and complied into a diligence report.

As for corporate finance, due diligence could involve finding proof of certain statements made in a prospectus or researching past company filings and disclosure documents. It also includes any work that can be considered “doing homework” on the companies involved in the deal.

The goal of diligence is to help the corporate client find out as much information as possible regarding the other party. The information found through diligence will help clients make decisions, such as whether to proceed with the M&A transaction or not.

What are laws that corporate lawyers deal with?

A corporate lawyer is mainly concerned with corporate law, which has several major areas of practice. These include M&A, real estate, corporate finance, and insolvency.

Corporate law also touches on the different branches of law, depending on the business of the corporate client, such as international law. For example, when the corporation has presence in other countries, when it produces items that are exported, or when the company itself is a foreign business in Canada.

Other branches that corporate law is also related to may include labour and employment law, intellectual property law, and securities law.

Laws affecting corporations in Canada

There are specific Canadian statutes – whether federal, provincial or territorial – that corporate lawyers will have to deal with. These laws may affect corporations in Canada or may be related to a corporation’s business and affairs.

These laws are in addition to common law principles that govern Canadian corporations and organizations. In the province of Québec, the Québec Civil Code will also apply to corporations that are operating within the province.

Below are some examples of federal laws affecting corporations in Canada:

1. Canada Business Corporations Act (CBCA): when an entity is federally incorporated, its incorporation and corporate governance will fall under the CBCA. When an entity chooses to be provincially incorporated, they may do so under the applicable provincial laws.
2. Canada Not-for-Profit Corporations Act (CNCA): applies to corporations that are incorporated as a not-for-profit or charitable institution. The CNCA also provides for its governance, liquidation, and dissolution.
3. Competition Act: maintains the healthy competition of industries in Canada by regulating M&As, among others. For this purpose, the Act establishes civil and criminal matters and reviewable transactions regarding M&As.
4. Canada’s bankruptcy, insolvency, and restructuring laws: in addition to the CBCA, there are three federal laws on bankruptcy and insolvency of corporations, including its restructuring:
   • Bankruptcy and Insolvency Act (BIA)
   • Companies’ Creditors Arrangement Act (CCAA)
   • Winding-up and Restructuring Act (WURA)

The applicable law will depend on the nature of a corporation. The BIA covers corporations in general and non-financial institutions, whether it is incorporated under the CBCA or under a provincial law. However, banks, insurance companies, trust companies, and loan companies fall under the WURA.

In short, a corporate lawyer deals not only with corporate law, but also other laws concerned with the life (and death) of a corporation.

Dealings with regulators

In relation to Canada’s commercial and corporate laws, corporate lawyers deal with several government regulators:

• Corporations Canada
• Canadian Securities Administrators
• Competition Bureau

What skills does a corporate lawyer have?

Lawyers in general should have the necessary skills to assist their clients. These include writing (for pleadings, contracts, and other court documents) and communication (during trial or when discussing with clients and other parties).

Corporate lawyers must have expertise in Canada’s statutes regulating corporations, competition law, and law on contracts.

How do I become a corporate lawyer in Canada?

Those who are interested in becoming corporate lawyers in Canada must finish their bachelor’s degree. After that, they can enroll in a Canadian law school under a Juris Doctor degree program.

Although students must learn the basic practice areas and every aspect of Canadian law, those who are interested on becoming corporate lawyers may focus on certain areas.

Important practice areas would include corporate law and commercial law. Other related areas would be real estate, insurance, competition law, and labor and employment.

Bookmark our webpage on Corporate Commercial practice area for the latest articles and news on Canada’s corporate law, actual court cases, and the work of corporate lawyers and law firms.