Commercial/corporate

Advising companies across a range of industries, corporate lawyers provide a wide range of transactional and advisory services. Fajar Aidu, Senior Associate II with Azmi & Associates, provides an overview of the corporate lawyer's world.

In a nutshell, corporate work is a small part of company law, which may consist of various components such as corporate finance, mergers and acquisitions (M&A) and liquidation. Essentially, corporate work involves a company intending to embark on various corporate exercises, particularly related to its shareholding and the type of business it is involved in. This may include joint ventures, sale and purchase of shares, corporate restructuring, memorandum of understanding between companies or proposed investment - local and abroad.

A corporate lawyer's main aim is to assist the client in providing the best possible and viable structure for each transaction, providing advisory services - from a commercial and legal point of view - while ensuring the client's interest is insulated and protected.

Why is it important?

More often than not, clients wait until they are already faced with a particularly difficult situation which would severely affect their business before referring the matter to a lawyer. Engaging a corporate lawyer from the beginning of any particular transaction will ensure that all issues and risks are dealt with and appraised prior to entering into any particular transaction. Legal and commercial input from a corporate lawyer will also ensure that the client is able to structure the deal in the best possible manner, while at the same time minimising the potential costs and risks involved.

The work

If you are working in this area, expect to be involved in the entire process of each transaction, beginning with the drafting of proposals; attending the initial kick-off meeting with the clients; undertaking research on the structure of the transactions; addressing issues and coming up with a viable legal solution for the clients; and attending to completion of the transactions. This also involves drafting of all the transaction agreements; reviewing and negotiating the draft agreements; and finalising and preparing the executable copies. Expect to carry out research on points of law and prepare advisory letters in respect of issues arising from the structure of the transaction, as and when required by the client.

You may also be required to travel at the last minute, particularly when involved in due diligence. This usually entails visiting the target company's office for purposes of reviewing and compiling company secretarial documents and material contracts. This documentation will reveal the nature of target company's business and unearth any particular information which may act as a bargaining leverage for the client.

If you are involved in a major transaction with several parties involved, expect to receive numerous emails in relation to queries, instructions and requests from the client and other parties. This normally culminates in long working hours, especially when a particular transaction is on an urgent or fast track basis.

Types of law practised

Understanding company law will play a pivotal role in practising as a corporate lawyer. Knowledge of contract law; bankruptcy; employment and labour law; and intellectual property law, among others, will be beneficial. Familiarity with the Foreign Investment Committee guidelines, especially when attending to foreign transactions will also be of use.

The clients

Typical clients will be multinational corporations - local and foreign. Clients also include government-linked agencies as well as merchant banks.

The employers

Most corporate law employers are large- and medium-sized firms, as smaller firms will usually have limited resources when handling transactions of this nature.

The skills

A good grasp of the English language would be most beneficial if one intends to practice corporate law, given the job typically involves a large amount of drafting. The ability to multi-task, to stay focused and remain level-headed will definitely come in handy, since you will face difficult and pressuring situations - particularly when involved in negotiation. Individuals interested in practising as a corporate lawyer must also be able to understand and take instructions, plus communicate with clients clearly.

Knowledge of company secretarial procedures will definitely be an advantage since there will be numerous corporate documents which will have to be prepared in carrying out the transactions. Accounting is also one of the most important areas of understanding for anyone contemplating a corporate law career. While in university, one should consider taking subjects which cover the fundamentals of financial accounting and addresses the accounting issues in the financial statements of publicly-held corporations. In addition, a basic knowledge of taxation may also be useful for purposes of providing an insight into many transactions and their structure. This will alert a corporate lawyer to the tax issues involved prior to referring the same to a tax expert.

Type of work

Corporate lawyers will typically be involved in restructuring of an organisation; sale and purchase of shares; privatisation; arbitration; venture capital work; advisory services.

Is commercial/corporate work for you?

If you are an individual who loves challenges, does not mind the long hours, loves the idea of finding and crafting the best possible commercial solution for clients, are a self-starter and likes the idea of managing a project from conception until completion, being a corporate lawyer is the job for you.

About the author

Fajar Aidu is a Senior Associate II with Azmi & Associates, assigned to the Mergers & Acquisitions Practice Group. Fajar graduated from International Islamic University in 2001 and has been with Azmi & Associates for 5 years.

© GTI Specialist Publishers. Reproduced with permission.