The Business of Corporate Law
Corporate law is also a business, therefore, a good corporate lawyer must manage his or her existing business and think about how to grow it, whether by working with new clients or identifying opportunities with existing clients.
Very often, corporate management and investment bankers will call us, based on our reputation or some experience working together. In addition to checking potential conflicts, we would determine whether we have the expertise (and, in some cases, the resources) to properly serve this potential client. Although our objective is to get as many new clients as possible, we have an obligation to take only matters that we are suited to service. We will never risk our reputation – or our potential client’s reputation – for one matter.
Once we begin working with a new client, we spend some time – on our own and with our new client – understanding the client’s business and the matter for which we are being engaged. It is critical to take a step back, before jumping right into a new matter. In general, new clients ask many questions. They have a particular need, and they want to make sure that we can fulfill that need. We also try to assess how experienced they are in the areas about which they are interested. We try to deal with each client in a manner that is appropriate given their experience. If the client is more sophisticated, you have to spend less time explaining things to them. If the client is less sophisticated in the area, then you will spend more time with them. In addition, we often work with our existing clients on a variety of matters. We try to identify our client’s needs and how we might add value, whether in areas we have helped than before, or new areas. Again, this is why it is critical to understand our client’s business.
Changes in Corporate Law
Changes occur in the area of corporate law and in practice every day, particularly in today’s environment of questionable corporate governance practices and disclosure issues. We need to make certain our clients are aware of and understand these changes and how to adjust their business and practices (as necessary) in response to them.
Today, given the changes in technology and, in particular, the Internet, you are expected to be aware of any changes immediately – everything is instantaneous. It is not uncommon for our clients to see new material before we do and call before we have had an opportunity to review the material. You have to keep educating yourself, and you must constantly update your knowledge base.
One way of maintaining our internal development, as well as providing a service to clients, is through client memoranda regarding developments in the law and/or in practice. For example, if the SEC has made an announcement or issued proposals, or if a case has been decided that we think has implications for our clients, we will prepare a client memorandum. We do a lot of that. The memoranda help ensure that our lawyers know what is happening and that our clients are at least aware that there have been some changes – and they should call their lawyer. The memoranda are a first step in helping our clients understand how to deal with changes in the law.
In particular, the corporate governance area has seen significant development over the last few years. Corporate lawyers today, more than ever, are focused on corporate governance matters and ethics, including the body of law that is developing since the Sarbanes-Oxley of 2002 was passed by Congress. The last few months have seen the most active period of SEC rulemaking in history, principally in response to the Sarbanes-Oxley Act. We have to make certain our clients are aware of and understand these recent changes and need to work with clients in implementing policies and practices for addressing these changes in a manner appropriate to their businesses.