What Is Corporate Law?

corporate law david peinsipp

Corporate Law refers to law that involves matters of corporate business, specifically, the merging of companies, rights of directors and shareholders, secretarial issues,  board meetings, and the public listing and delisting of companies and entities.

Clients range from government organizations, businesses of every size and caliber, privately owned companies, investment banks, as well as multinational corporations.

Corporate lawyers accumulate portfolios chock-full of M&As (mergers and acquisitions), restructuring of entities and companies of a corporate nature, and the termination of unprofitable ventures.

Additionally, corporate lawyers often help their clients get listed on stock exchanges across the globe, as well as, obtain financing from private equity players and venture capitalists.

To be a successful corporate lawyer, one must have extensive knowledge of business law, current issues and trends within the corporate law field, and familiarity with legislative and regulatory changes.

There are many facets of business law, but an extensive knowledge of all of these facets is beneficial for a lawyer, as well as for their clients. Businesses that are dealing with outside operations or crossing into other jurisdictions and looking to invest, a knowledge of multiple sectors of business law is paramount.

A corporate lawyer must also be a very sharp, innovative individual who has strong communication and negotiation skills. Without these attributes, they simply do not make a successful corporate lawyer.

Analytical skills and attention to detail also sets a corporate lawyer apart from the rest, while also being able to work in a team and call upon other resources when necessary is a strength of any thriving lawyer, regardless of their field of specialty.

Corporate law is a lucrative endeavor to pursue but should not be pursued without care and great consideration. It is an extremely competitive and intense field, especially when it comes to responsibility and work load hours.

Introduction to Intellectual Property Law

Have you ever been interested in intellectual property law? Check out this great CrashCourse production by Stan Muller.

So, what is intellectual property, and why are we teaching it? Well, intellectual property is about ideas and their ownership, and it’s basically about the rights of creators to make money from their work. Intellectual property is so pervasive in today’s world, we thought you ought to know a little bit about it. We’re going to discuss the three major elements of IP: Copyright, Patents, and Trademarks

UK Small Business, Enterprise and Employment Act 2015

parliament

The Small Business, Enterprise, and Employment Act of 2015 passed earlier this year presented a way to make the United Kingdom a more attractive place to start, finance, and grow small businesses. The act aims to minimize obstacles that many small businesses face in their infancy, improving and better defining access to finance, insolvency, and corporate transparency.

The act is expected to phase in over a 12 month span from March 2015 to March 2016, and while many anticipate this new legislation to primarily affect small entities, two key components extend its reach to all corporations.

One significant change is the abolition of bearer shares. Bearer shares are unregistered shares that are held by whomever physically holds the share warrant. Because of this, shares are often held anonymously; however, in accordance with the new act, bearer share holders have until February 26, 2016 to surrender their shares to the company in exchange for registered ones. This affects all levels of business regardless of size. In an effort to improve corporate transparency, companies are required to identify and register people with more than 25% of the company’s shares or voting rights to Companies House annually starting in April 2016.

The second provision affecting large and small businesses alike covers the application of directors’ duties to include shadow directors. In the past, general statutory duties that applied to directors were limited in regards to shadow directors. By definition, a shadow director is “a person in accordance with whose directions or instructions the directors of a company are accustomed to act. Under this definition, it is possible that a director, or the whole board, of a holding company, and the holding company itself, could be treated as a shadow director of a subsidiary” (Brefi Group). As of March of this year, the general duties of a director will apply to shadow directors as well.

Regardless of country of origin, sweeping changes such as these must be understood and acknowledged in order to compare local legislation with global trends. There is always something to learn!

Google & Microsoft Patent Reconciliation

Definition: A patent – a set of exclusive rights granted by a sovereign state to an inventor or assignee for a limited period of time in exchange for detailed public disclosure of an invention.
Or
Article I, Section 8 of the U.S. Constitution: To promote the Progress of Science and useful Arts, by securing for limited Times to Authors and Inventors the exclusive Right to their respective Writings and Discoveries

Google-Microsoft

Recently, patents have been the center of discussion in the tech and business sectors as companies have used patents to secure monopoly rights to various inventions. The United State Patent and Trademark Office (USPTO) upholds the Patent Act (35 U.S. Code) to determine which patents are approved and issued to whom.

If you aren’t familiar, even big name companies like Microsoft and Google are consistently involved in patent infringement wars. A few days ago, Microsoft and Google announced they would drop their patent disputes. The U.S. Court of Appeals for the Ninth Circuit upheld an order settling royalty rates for Motorola’s video-coding and WLAN patents. Moreover, a jury trial effectively settled a patent dispute between Microsoft and Motorola in favor of the former, awarding the company $14.5 million in damages. Although Google sold the Motorola brand to Lenovo last year, Google inherited many pre-existing patent disputes when it bought the company in 2012.

Shortly after the Motorola settlement, Microsoft and Google agreed to dismiss all pending infringement complaints between the two. They have instead agreed to collaborate on numerous patent matters and intend to continue a working relationship for the benefit of their customers. Over the past few years, disagreements regarding the use of standard patents to disrupt competition has been under investigation by the U.S. Department of Justice and Federal Trade Commission. Standard-essential patents are those which define standards and are understood to be licensed under fair, reasonable, and non-discriminatory (FRAND) terms. The Motorola company was accused of breaching its FRAND agreement. In 2013, Google also agreed to grant competitive access on FRAND terms.

A New Take on the Alphabet

alphabet-structure By this point, you’ve probably read about Google’s dramatic announcement that it would be merging with a new parent company called Alphabet, Inc. And yet many are still confused as to what this actually means. Some ask, “why would Google change its name,” or “what made Google change its structure so abruptly?” In a disorganized age of information overload, it can be difficult to find the answers you’re looking for. Here are a few basic answers to common questions about Alphabet, Inc.

Alphabet, Inc. is a holding (parent) company. Within this parent company will sit Google and Google’s subsidiaries, such as maps, ads, and YouTube. Alphabet, Inc. will not directly make or sell any products; so, it really does function like one large umbrella under which Google’s subsidiaries are housed. Larry Page, one of Google, Inc.’s co-founders will serve as the Alphabet, Inc. CEO and Sergey Brin, Google, Inc.’s other co-founder, will serve as president. Sundar Pichai will become the CEO of Google, Inc.

So of course, many are asking why Google would make such a drastic change. The main reason lies in Google’s acquisition of multiple smaller companies like Deja, Outride, Kaltix, ZipDash, and the list goes one. Moreover, the merger allows Google better ways allocate resources to some of their larger projects under search, Android, and Google Auto. Think with Google is an entire digital innovation lab.

Fortunately, if you currently own Google, Inc. shares, you can continue to trade stock under the GOOG and GOOGL ticker symbols on the NASDAQ. After the merge is complete and finalized sometime next year, your current stocks will be rebranded as Alphabet stock, retaining value and price history. Although a bit complex, the Alphabet umbrella company will contain Calico, Google x, Fiber, Google Ventures, Google Capital, Nest, and simply Google.

As Google continues to expand, we can only expect more structural and branding changes along the way. While it may be difficult to understand at times, at least there’s always something interesting to look out for.