What is corporate law?

What is corporate law?

In many respects, the term “corporate law” is a misnomer. Technically, it refers to all federal, state and local statutory, regulatory and case law and rules promulgated by self-regulatory organizations (like the NYSE and PCAOB) governing the formation, existence and dissolution of corporations as well as the relative rights and obligations of shareholders, control persons and other stakeholders. However, in practice, the term corporate law has a much broader meaning and is generally understood to refer to law and rules governing any type of business entity, including not just corporations but limited liability companies and partnerships, as well, and their respective stakeholders.

Moreover, corporate law includes a number of other substantive practice areas within it, such as securities law and mergers and acquisitions. Reasonable minds may differ as to what practice areas should be considered “corporate law.” For example, some may agree that secured transactions and bank finance are included in corporate law, while others may not. There is no definitive answer.

In our view, however, we believe that most lawyers would agree that, in practice, “corporate law” is effectively synonymous with “business law” and includes, among other things, the following:

  • entity formation and organization, which includes (1) the preparation and filing of Certificates of Formation, Certificates of Incorporation and other charters, (2) the drafting and adoption of Bylaws, Partnership Agreements, Operating Agreements and other organizational documents, (3) appointing officers, directors, managers and other control persons, (4) ordering relationships among shareholders, members, partners, directors, managers and other equityholders and control persons and (5) drafting and filing federal, state and local filings, such as Forms SS-4 (to obtain employer identification numbers), foreign entity registrations and assumed name certificates,
  • securities law, which relates to the laws and rules governing the offer, purchase and sale of equity, debt and other types of securities,
  • mergers, acquisitions and dispositions of stock, interests or assets,
  • fiduciary duties, which are baseline rules governing the relationship among officers, directors, managers and other control persons on the one hand and investors and others who do not exercise control on the other hand, and
  • compliance with laws and rules governing the conduct of a business, such as the Securities Exchange Act or franchise tax rules.

Of course, there are a number of other practice areas that may or may not be included in a definition of “corporate law,” such as commercial transactions, intellectual property, tax, real estate and antitrust. There are others still, however, that are easily distinguished and most would agree would never be considered “corporate law.” These would include, for example, litigation, immigration law, family law and criminal law.

At its most basic, the concept of “corporate law” is best understood as a catch-all reference to transactional and compliance legal practice for businesses.