Did you ever think about the real differences between commercial law vs corporate law?
Wondering what corporate and commercial lawyers specialize in?
Are you ready?
Let’s get started…
What is commercial law
Commercial law is the field of law interested in the day-to-day operations of a business such as the laws governing the sale of products and services.
With businesses able to sell their products and services around the world, they must respect the laws of the jurisdictions in which they operate.
Each jurisdiction will have its unique commercial laws defining how businesses must conduct their trade and transactional activities.
The UCC governs commercial matters such as:
- Sale of goods and services
- Leases of goods
- Commercial papers such as promissory notes and drafts
- Transactions involving letters of credit
- Transactions secured by security interests
Businesses conducting commercial activities in the United States may be subject to the UCC will need to respect the statutory obligations imposed by it.
The same is true for any other law regulating commercial transactions.
What is corporate law
Corporate law is a field of law interested by how companies are formed, governed, structure, restructured and ultimately dissolved.
All matters relating to the corporate vehicle, incorporation, shareholder rights, company dissolution, corporate governance, mergers and acquisitions all fall under the umbrella of corporate law.
Companies can be formed under the laws of different jurisdictions.
A company can be incorporated under local provincial or state laws or federal laws.
For instance, many individuals and businesses incorporate their company in the State of Delaware as it is a company-friendly state from an incorporation point of view.
Once a company is formed, the company must observe statutory requirements concerning its corporate registration, legal disclosures and its ongoing corporate existence.
Corporate law deals with all statutory, regulatory and operational rules companies must observe to properly function as a business entity.
Corporate law vs commercial law
To put it in its most simplistic form, corporate law has to do with the company itself as an entity and commercial law has to do with its dealings with other companies and clients.
The best way to outline the difference between corporate law and company law is to present a list of activities governed by each of these areas of the law.
Corporate law legal activities
Corporate law and corporate lawyers are interested in:
- Company incorporation
- Shareholder agreements
- Corporate governance
- Corporate regulatory filings
- Share issuance and transfers
- Corporate structuring
- Corporate restructuring
- Corporate reorganization
- Company dissolution
As you can see from this list, most of these activities affect the “corporation” or the legal vehicle used to conduct business.
Corporate lawyers specialize in understanding the nuances and corporate legal aspects affecting an organization from a corporate perspective.
Commercial law activities
Commercial law and commercial lawyers are interested in:
- Commercial transactions
- Legal rights and obligations relating to the sale of goods and services
- The laws affecting B2B or business-to-business transactions
- The laws affecting B2C or business-to-consumer transactions
- Uniform Commercial Code or equivalent statues governing the sale of goods
- Laws applicable to merchandising
- Laws applicable to the distribution of goods
- Trade laws
- Sales laws
- Business commerce and dealings
The main objective of commercial law is to ensure that businesses manage their legal rights and obligations resulting from the sale, distribution and commercialization of its products and services.
Commercial law vs business law
The terms “commercial law” and “business law” are often used interchangeably but they are different.
Although they both refer to how businesses “do business”, commercial law is a subset of business law.
You can consider commercial law to refer to the commercial transactions entered into by a business affecting its rights and obligations.
Business law is a broader topic affecting all laws affecting all areas of the business such as commercial transactions, employment law, tax law, data privacy and data protection and so on.
Corporate and commercial lawyers
Corporate and commercial lawyers have important roles in providing legal advice and counselling to companies in their respective areas of expertise.
Corporate law and commercial law are different and impact a business in different ways.
Let’s see what corporate and commercial lawyers do and typically handle.
Role of corporate lawyers
Corporate lawyers will advise their clients on the laws applicable to the actual corporation, their shareholders, officers and stakeholders.
What’s more, corporate lawyers will provide legal advice concerning corporate governance and regulations applicable to the company.
Shareholders and share transactions
Companies can be privately held or publicly traded.
As such, corporate lawyers will have some understanding of the securities laws applicable to a private or public entity.
They may not be specialized in all aspects of the securities laws but will have a good understanding of how a company can trade or transaction their shares.
Fiduciary duty of company officers
Corporate lawyers will also advise company officers and directors with respect to their fiduciary duties towards the company, managing conflict of interest or matters like insider trading and the like.
Company officers must act in the best interest of the organization, act in accordance with the company by-laws and corporate governance rules.
Operations of the board of director
If a company has a board of directors, the corporate lawyer will provide legal support for the proper conduct of the board activities.
The board of directors must meet based on a defined schedule and decide on the strategic ventures of the company, ways to achieve their mission and oversight of the company executives.
A corporate lawyer is also a professional of choice in evaluating the consequences of strategic corporate transactions and business formations.
Whether a company is undergoing a merger and acquisition, looking to create a new business entity, entering into a joint venture or is considering to structure or restructure the business, a corporate lawyer will have the expertise to legally advise the company.
Every company is subject to specific regulatory obligations.
In most jurisdictions, companies must be registered in the place where they conduct business.
The company must provide a yearly declaration to the relevant corporate registry to disclose the legally mandated information about the business.
Corporate lawyers are responsible to ensure the company is compliant with the regulatory obligations imposed by the law based on which the company was incorporated and the laws of the jurisdictions in which it operates.
Role of commercial lawyers
Commercial lawyers deal with the laws affecting a company in its business transactions and commercial trading.
Commercial lawyers are typically considered as transactional lawyers.
To be successful as a commercial lawyer, the commercial lawyer will need to have a solid understanding of different but complementary areas of the law.
Contracts and contractual transactions
Commercial lawyers have a deep understanding of contract laws.
A business cannot operate without the protections afforded by a contract.
When selling a product or a service, often businesses will enter into a written contract outlining the terms and conditions of their agreement.
Commercial lawyers are heavily involved in this process.
With the support of a commercial lawyer, a business can transact with another in compliance with the applicable commercial laws.
Intellectual property laws
Often, the commercial lawyer will have to have complementary knowledge in other areas of the law.
One area is intellectual property laws.
When signing a contract with another business entity, a company must make sure that it does not lose rights on its intellectual property.
In today’s commercial markets, technology and innovation play a central part in the value proposition offered by many businesses.
A commercial lawyer will need to understand how intellectual property laws work to be able to protect a company’s technology in the context of a contractual transaction.
Consumer protection laws
Some businesses offer goods and services to consumers.
When goods and services are offered to consumers, a commercial lawyer will need to ensure that the statutory obligations imposed on the company are respected not only to protect the consumer but also to ensure that the company will not be subject to fines and adverse consequences.
Every jurisdiction will have its flavour of consumer laws and consumer protection laws.
All businesses need to comply with the strict rules of consumer laws and that’s where a commercial lawyer can help.
Commercial lawyers have what it takes to help.
A long time ago, businesses needed to be mindful of local competitors to thrive.
Now, companies need to be mindful of competition around the globe.
With the increased competition out there, businesses need to collaborate to achieve synergies and competitive advantage.
As such, businesses must not act in such a way to prevent healthy competition within markets and industries.
A commercial lawyer will advise a business on competition laws to protect the company from other competitors but also to ensure that the company does not act in a way to violate competition laws.
Antitrust laws and unfair competition laws are some specific statutory regimes protecting businesses from entering into a competitive arena.
International trade laws
Many businesses, no matter the size, can sell their goods and services around the world.
E-commerce, software-as-a-service (SaaS), online platforms and digital products make it easy to sell to someone locally or someone on the other side of the planet.
With global trade comes international trade laws.
Commercial lawyers must be mindful of commercial trade laws affecting a company.
They’ll need to take into consideration such obligations when transacting with a client.
It’s important to understand the difference between commercial law and corporate law.
Corporate law refers to the set of laws and regulations affecting the formation, management, governance and dissolution of a company while commercial law refers to the laws applicable to the commercial trade and dealings of a company.
Commercial law can be considered as a subset of business law.
It is specifically interested in the commercial trade of the business while business law refers to the laws affecting entire business operations.
In a nutshell, corporate law represents the set of laws affecting the corporate entity or vehicle from a compliance and operation point of view and commercial law as the set the law affecting the transactions between your company and a third party.
Corporate/commercial lawyers are legal professionals specialized in corporate law and commercial law.
Many law firms refer to a “corporate and commercial law” department.
However, the attorneys dealing with corporate law have a different set of laws to master than those dealing with commercial law.
We hope this article helped you better differentiate corporate law vs commercial law.
Do you know any interesting aspects of corporate law or commercial law that you’d like to share?
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