In this article, Aastha Jain of IMS Law College discusses how to build a career in corporate law.

The Scope and Ambit of Corporate Law in India

The corporate sector in India has witnessed immense growth at a very rapid speed. Currently, the corporate sector is the backbone of the Indian economy and is contributing around 53% of the Indian GDP. the career and growth opportunities in this sector are ample which is more and more young aspirants are adopting this profession.

What is the objective of corporate law?

The objective of corporate law generally involves overseeing all legal and external affairs matters including litigation, investigations, compliance, mergers and acquisitions, contract matters and international trade issues. Corporate lawyers are tasked with safeguarding the legality of commercial transactions, representing companies and advising corporate employees of their legal rights and duties. It generally focuses on how corporate and companies interact externally through commercial transactions and internally through corporate governance.

Where do corporate lawyers work?

As this specialization mainly focuses on the corporates, a lawyer could represent entities of all kinds such as corporations, associations, sole proprietorship, and partnerships. The places where a corporate lawyer works are:

Law firms: Most corporate lawyers work in law firms where they will be engaged in drafting agreements for mergers, acquisitions, joint ventures, and the likes or giving legal advice on labor or corporate law-related matters. In a survey of 2014, out of 75 students graduating from the national law school, Bangalore only five to ten students were going for litigation and the rest were interested in joining a corporate law firm.

Corporate litigation: Many lawyers go for corporate litigation which involves a whole host of tort and contract issues and legal problems a corporation may face over the course of its life. Corporate litigation disputes can be broadly divided into:

• Deceptive or Fraud Practices
• Employer and Employee Dispute
• Violation of Contract

In-house counsel: Working in-house can be significantly different than working at a law firm. First of all, in-house lawyers have only one client-the company they work for. That means there isn’t any pressure to be a rainmaker or recruit new clients which is the reason why more and more are adopting this as an area of practice. They work in areas such as transaction, acquisitions, and contracts. And, since many corporations have a global presence, international law may come into play, as well. In short, members of the in-house legal team tend to be generalists.

Regulatory bodies: Corporate lawyers can work in regulatory bodies such as securities and exchange board of India (SEBI), Reserve Bank of India (RBI), Insurance Regulatory and Development Authority of India (IRDAI), Competition Commission of India (CCI) and Pension Fund Regulatory and Development Authority (PFRDA).  It includes work with various departments, including surveillance, legal affairs, commodities, and litigation. The lawyers can be part of the team that investigates matters related to the IPO irregularities and other scams.

Practice Areas under Corporate Law

Corporate law is a very vast area of specialization with many subjects coming in its ambit. Corporate lawyers generally specialize in one or two areas. Corporate law involves:

• Corporate restructuring

Corporate Restructuring is the process of making changes in the composition of a firm’s one or more business portfolios in order to have a more profitable enterprise. Simply put it is reorganizing the structure of the organization in order to make it more profitable and efficient.

The role of a commercial lawyer is to ensure that the restructuring is done with compliance of all corporate laws and regulations and that the company and its directors can forward on a sound financial and legal basis. There are many ways by which corporate restructuring is done and a role of a lawyer is vital in each and every step.

Most companies are under the pressure to increase their earnings and revenues. For this purpose, corporations are often involved in merging with other business, acquiring other businesses or divesting portions of the existing business. The role of a corporate lawyer is:

• Adhere to the provisions given in section 230 to section 240 of the Companies Act, 2013 which deal with arrangements, amalgamations, mergers and the procedure to be followed for getting the arrangement, compromise or the scheme of amalgamation approved
• To assist their clients with their appropriate financing for mergers and acquisitions and provide advice concerning the drafting, negotiation, and performance of contracts for the sale of portions of the business.
• In acquisitions, the lawyers participate in due diligence checks about the company which has to be acquired.
• It may involve the attorney reviewing the company finances, employee agreements, intellectual property, real estate leases, environmental liabilities or any pending litigation involving the company and advice the buyer or seller about these risks.
• Not only do the lawyers advise the buyer/seller about the risks but also play a major role in structuring a deal by helping the entity determine of what the portion of the company will be sold and whether the sale of the company will be structured as the sale of the company’s assets or sale of a stock of the company.
• Drafting a non-compete agreement stipulating that the seller cannot compete immediately with the buyer’s newly acquired business.
• Assisting in matters of transfer of technology and intellectual property from one entity to another.

Insolvency & Bankruptcy

Bankruptcy and Insolvency are complex procedures and a host of critical decisions for an entity. The role of a bankruptcy attorney is to counsel the entity on the bankruptcy process and whether it is the right decision or not. They also have to adhere to the provisions mentioned in the Insolvency and Bankruptcy Code, 2016. The attorneys help an entity to take a closer look at the debts and the assets and the financial condition of the company. The lawyer is also tasked with the responsibility of conducting evaluation and analysis of the financial documents and also assist the entity during the filing process.

Refinancing

Involving lawyers in refinancing musters confidence for the entity while dealing with banks and other corporate financial sources. They can negotiate favorable terms or see the implications of the proposals the entity might have missed. They assist in easing the situation and restore a more equitable agreement.

2. Compliance

Another branch of corporate law where a lawyer can practice is compliance. This includes being a law officer or an in-house counsel to a company to ensure there is a compliance of rules by the company and its employees. The lawyers can act as a :

• In-house counsel: In-house counsel act as internal advisers on myriad business and legal issues, including labor and employment issues, intellectual property issues, contractual issues, and liability issues. They have a different role depending on the type of company they are counseling for.

• Counseling for publicly held companies: publicly held companies are those which have their shares registered at the stock exchange such as Bombay stock exchange. The duty of the corporate lawyer is to be familiar with all the SEBI rules and assist the companies in the matters regarding the issuance of securities as well as the detailed reporting requirements. The corporate lawyers also advise publicly held companies with regard to issues such as the public disclosure of disappointing financial results, an adverse judgment in a litigation matter, or the initiation of a government investigation regarding the company.

• Counseling for privately held companies: Privately held companies are those in which the stock is limited and is not available to be traded on the public stock exchange. The role of the corporate lawyers is to give advice on the formulation and enforcement of contracts, on tax matters, and even on succession issues, in which attorneys help plan for the orderly transfer of ownership or management to the next generation of owners.

• Counseling for business start-ups and joint ventures: New business is typical faces with numerous decisions including whether to structure the business as a corporation, a partnership, a limited liability company, a sole proprietorship, or even as a joint venture. The role of the corporate lawyer is to work closely with the investment bankers and venture capitalists as to seed money.

3. Corporate litigation

Corporate litigation encompasses a lot more than just one business suing another. In fact, corporate litigation includes any type of legal proceeding having anything to do with a business or corporation and can include steps taken to avoid litigation as well as actually litigating and managing business disputes.

The functions of a lawyer in corporate litigation include:

• Ensuring compliance with wage and anti-discrimination laws
• Defending companies against wrongful termination suits
• Securing compliance with new accounting and corporate governance regulations
• Litigating or mediating shareholder-derivative lawsuits
• Managing corporate tax compliance
• Settling labor disputes with unionized workforces as well as with at-will employees and professionals
• Breach of contract issues, usually with other businesses, whether defending or prosecuting
• Tort issues, if a customer or client suffers injury from one of your products or services
• Corporate real estate issues, from premises liability to disputes with landlords or regulators

A tax advocate can act as an in-house counsel can have a separate practice. A lawyer has a huge role to play in a tax firm which includes responsibilities such as:

•    All legal services in the fields of Taxation laws
•    Income Tax Advisers
•    Tax Appeals Advisers
•    Tax Law Compliance And Returns
•    Tax Law Documentation
•    Legal advice forum for all matters related to Tax
•    Goods and services tax compliance, registration services
•    Filing of ITR, returns of taxes, litigation services in the fields of income tax
•    GST advise, planning, appeals, tax compliance
•    Advice and filing of Income Tax Returns (ITR), Dual Taxation advice, foreign tax advice, Foreign Exchange Management Act (FEMA) compliance, Compliance of the RBI Guidelines for investors, foreign investments

5. Intellectual property rights

This is an emerging field which promises a very huge scope of practice to corporate lawyers. Intellectual property lawyers are professionals trained in the legislation and regulations that protect individuals’ creations from intellectual theft. Basically, the role of lawyers is to deal with everything legal in intellectual property. For industrial property, you might hire an intellectual property lawyer to help you file an application for a patent or trademark, defend your patent or trademark, represent your case before a patent examiner or board, or write a licensing agreement.

IP lawyers have to also litigate in matters of intellectual property and represent clients in courts. Some IP lawyers also specialize in particular fields’ intellectual property laws: biotechnology, pharmaceuticals, computer engineering, nanotechnology, the internet, and e-commerce.

6. Banking and finance

A major practice area includes banking and finance which plays a pivotal role in the Indian economy. The areas where a corporate lawyer can practice in banking and finance includes Project and Leveraged Finance, Debt Restructuring, Acquisition Finance, Syndicated Lending, and Structured Products among others. The type of institutions includes public & private sector banks, financial institutions, multinationals, and non-banking financial companies.

7. International capital markets

The scope for corporate lawyers in international capital markets is very high. They work closely with Underwriters, FIIs, Banks, Venture Capitalists, and Asset Management Companies. They routinely advise clients on the aspects of Initial Public Offerings, Private Placements, Qualified Institutional Placements, Foreign Currency Convertible Bonds, Global Depository Receipts and other high-value transactions.

8. Private equity and venture capital transactions

Corporate lawyers working in this niche are required to work on a range of services to private equity funds – from funds formation and structuring to advising on primary and secondary investments. The work generally revolves around assisting clients in exits and provide advice on enforcing contractual rights in contentious settlements. Here the corporate lawyers need to have an in-depth understanding of India’s unique regulatory landscape and an understanding of Indian promoters and counterparties will behave in different industry sectors.

9. Real estate

A large percentage of corporate lawyers are engaged in the real estate sector. Real Estate lawyers advise some of India’s largest real estate focused funds and real estate companies in investments, joint ventures, property acquisitions/ sales, and leases. The lawyers have to be well versed with a range of real estate structures and have a wide range of experience with handling complex issues in this sector.

How much can a corporate lawyer earn

The corporate sector is considered to be the most paying one as compared to the other areas of practice in law. The earnings keep on rising commensurate with the experience. Different titles have different salaries and also differ according to the type of work a corporate lawyer is assigned.

Average Salary of Employees Having an LLB Degree

These figures provide just an estimate of the income of corporate lawyers and are subject to many other factors such as a city of practice, experience, qualifications, skills etc.

To learn more about what the top law firms are paying you can click here.

How to design your CV best suited for corporate law

To get into a premier law firm you need to design your CV in such a way that you adequately convey your expertise and knowledge about corporate law. A CV missing vital information or lacking the proper format is likely going to be sent into the garbage bin. Every aspect of the document needs to be geared toward getting this new position. Following are the ways by which you can make your CV stand out:

• Make an objective statement

Generally, CVs don’t have objective statements. Instead, these documents include personal statements, which are also referred to as professional profiles. A personal statement is a short paragraph consisting of 50 to 200 words. The goal of this blurb is to pique the interest of recruiters so they’ll call you for an interview.

Whenever you write this segment, it should always answer three questions. Who are you? How can you benefit the company? What is your career goal? The most effective statements match a candidate’s skills and qualifications to those in the job description.

• Optimize the experience section

Your experience section provides hiring managers with detailed information about your responsibilities, accomplishments, and skill set. Always list your employers in reverse chronological order. Include position titles, company names, employment dates, and locations. Make sure you only include positions related to the job you’re pursuing.

• Indicate your software knowledge

As a corporate lawyer, you spend a lot of time drafting contracts and conducting research. Your knowledge of specific software applications is an integral part of your profession. With the CV, you can add a section for this skill set using a subheading such as Computer Skills‚ Software Skills. Etc.

How to get an extra edge for excelling in corporate law

The growth opportunities in corporate law are ample and the seats are very limited. In order to get into a premier corporate law firm just having a law degree is not enough. A lawyer needs to have an extra edge over the other in order to excel in his career.

• Seek exposure

Experience and exposure can be sought anywhere. You can start out small and improve on your skill set. It doesn’t matter if the place you are interning at isn’t a huge firm, just gain experience and work on your skills day by day.  Chalk down a list of companies or law firms you want to work for. Find out the areas in which they operate, or you could select the target organizations on the basis of your favorite legal genre.

• Stay updated

Being a lawyer requires a lot of reading and being updated with everything happening around the globe. Keep yourself constantly updated and apply for every opportunity available. Have your Linkedin, Naukri, Monster, Shine.com, and all such profiles up and running. Make sure to call them and get an update on your application. Understand the fact that there are several individuals like you who are applying for the same post and your application might go unnoticed. An application without a call is no application at all and follow up from time to time.

• Gather recommendations

top investors never talk to entrepreneurs unless they come armed with good recommendations from successful entrepreneurs. This is applicable in the law field as well. Find a mentor who will guide you and help you in your development as a professional. You need to create valuable connections in the industry and to build lasting relationships. Work hard enough and prove your credibility to compel your senior to recommend you. All it takes is a partner of the firm to forward your CV to the HR, and rest is on your performance at the interview.

• Do as many corporate related courses as you can

Select one niche in the corporate law and work towards that. Do courses related to that. Strengthening concepts in companies act, insolvency act, negotiable instruments act is very important.

Pursuing Diploma in Entrepreneurship Administration and Business Laws will definitely help you out. This course was created to equip lawyers and entrepreneurs with essential business law skills. A business goes through many stages of growth after incorporation, and various skill sets are required to handle evolving challenges that businesses face on the legal, regulatory and business front. The course was originally launched for business leaders and entrepreneurs, but later proved to be very popular with business lawyers as it inculcates a wide range of very useful legal skills and essential knowledge. Another category of people who benefit a lot from the course are 2nd generation business leaders from family businesses who want to bring in new skills and ideas in an already established business.

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The scope of corporate law in India

Corporate law is a very powerful and versatile option in the field of law. Both the government and private sector has ample opportunities for a career in corporate law and the demand of corporate lawyers is increasing day by day. A lawyer can choose any area of practice in corporate law and excel at it. After pursuing a degree in corporate law a lawyer can work at an MNC, law firm, asset management company, banks, insurance companies etc.