Corporate law is a substantive field and you can become expert. It constitutes a general corporate practice varies by geography.

New York/East Coast practice tends to focus more on finance; Silicon Valley/West Coast practice tends to focus more on venture, securities, IPOs, start-up and high-tech counseling.

New York attorneys tend to specialize more. There is more private company work on the West Coast. A corporate generalist deals with several different practice areas and can often serve as an “outside general counsel” to a firm. Client relationships tend to be positive. Companies are glad to have your help and view you as part of the team seeking to get the deal done.



The practice is collaborative in general, although direct negotiation can sometimes be adversarial.

In this practice, you assist companies to acquire, be acquired by or merge with other companies. This practice can allow an attorney to work on big deals that make headlines and are significant events for the client. Day-to-day work involves a lot of drafting and revision of documents, negotiation, due diligence and overseeing compliance with applicable law. At senior levels, there is significant client contact. Also, these attorneys often supervise or organize the service contributing attorneys (tax attorneys, etc.) on the deal. All parties and attorneys are working to get the deal done. This is not to say there won’t be acrimony, just that the overall practice is constructive as opposed to destructive. Intellectual challenges from rules changing/different geographic rules. There is more of an emphasis of business issues as opposed to strictly legal ones. 

This is a subset of an M&A practice. These attorneys work with banks, companies & funds. These deals break into two parts: the M&A part of the transaction and the finance part of the transaction. The M&A part is like a public M&A, except there are continuing covenants and warranties between the parties. The debt finance piece involves getting a loan against the assets of the acquired entity and is typically done by finance attorneys. Private equity attorneys tend to be extremely similar to M&A attorneys: alpha-male types. Debt attorneys can be treated like second-class citizens in this relationship. This is a deal-based practice.

 Cross-Border

The deals in this practice area can vary widely, but always involve transactions with foreign entities. Although U.S. attorneys must be familiar with the applicable foreign law, they often work with local counsel who advise them. Hot countries currently include Israel, Canada, China, and India. Much of the work in Europe is done in or through New York City and a lot of the work in Asia funnels through the West Coast. These deals can be more challenging than domestic deals. There can be gray areas when the foreign laws are not as well developed. 

 Asset Finance

 This practice helps companies finance the purchase of equipment (e.g., aircraft, trucks, etc.). Parties are banks on the one hand and large companies on the other. Relatively balanced negotiating power between sophisticated parties. This practice demands logistical organization skills as there are often multiple people involved (sometimes in many countries), each responsible for a portion of the transaction and requires excellent drafting skills as contracts tend to be fairly complicated. The reward is helping businesses obtain a significant tangible asset. Asset finance attracts people who like to be able to touch the results of their efforts. It is a very detail-oriented practice, contracts must all align with each other so not the most creative drafting in some cases. There are ongoing compliance and maintenance responsibilities because the assets may need to be repossessed at the end of the lease or upon default.

 Structured Finance

 Basic concept is the securitization and sale of loans to manage the risk of default. The attorney documents the parceling up of the loans and ensures compliance with SEC rules and state laws. Day to day work involves drafting of offering memoranda, interacting with rating organizations, representing buyers or sellers, maybe even with negotiations of loans that are securitized. The principles in these transactions, banks and experienced investors, are sophisticated entities. This is a project-based practice. It usually two to three months to close a sophisticated deal. There can be ongoing compliance obligations, but unlike some other practice areas, the problems can usually be solved with money.  

 Broker-Dealer

  This practice is a subset of securities law in which the focus is on SEC broker-dealer rules. Typically, these attorneys represent investment banks. Most client contact is with the in-house lawyers at the bank. A lot of broker-dealer work is compliance work. Successful broker-dealer attorneys must be comfortable with rules and regulations. Investment banks also have in-house litigators to handle arbitration regarding typical-broker dealer claims including fraud, churning, NASD violations, etc.

A practice that facilitates movement of money from one place to another within the market. This practice overlaps with securities practice. The practice divides into both public & private deals. The typical scenario is that an individual or a fund is purchasing an interest in a company. There is a compliance piece to this work involving applicable state, federal and foreign securities laws, SEC rules, etc. Clients are often investment banks. 

The practice divides into both public and private deals. A fund is a collective investment scheme used for making investments in various equity or debt transactions. Private Equity funds invest in the securities of companies that are not publicly owned or traded. Venture Capital funds invest in startup companies that are thought to represent good growth potential. The fund is an investment vehicle formed as a partnership or limited liability company where the general partner or managing member manages the invested funds. Clients are fund sponsors and investors, including private equity funds, hedge funds, funds of funds, real estate funds, distressed funds and secondary funds. Attorneys who specialize in fund formation will utilize a combination of knowledge such as corporate, tax, securities and ERISA law to evaluate, structure and negotiate manager-level transactions, such as seed capital investments in alternative investment fund managers, the creation of asset managers through joint ventures, and spinouts of existing asset management teams (including proprietary trading desks). The day-to-day work includes preparing offering materials, negotiation with prospective investors, preparing partnership and LLC agreements, advising on and documenting management and compensation arrangements and closing fund formation transactions. Attorneys evaluate, structure and negotiate private equity-style investments (minority and control), exit transactions (strategic sale, recapitalization, initial public offerings and merger and acquisition transactions including joint ventures, stock and asset sales.

Investment (’40 Act)

 A combination of the corporate, tax, and ERISA practices, this practice divides between registered and unregistered funds. For mutual funds (registered), both the Investment Advisors Act and the Investment Companies Act apply. For hedge funds and private equity funds (unregistered), only the Investment Advisors Act applies. This practice is more prevalent in major markets. Secondary markets may have only a few firms that offer this practice. Day-to-day work focuses on drafting and reviewing documents, negotiations, and answering clients questions. There

is not a lot of research after you become familiar with the Act. Registered work involves SEC filings and can be somewhat repetitive. Unregistered work is slightly more complex, involves tax issues, ERISA and allows more flexibility in structuring relationships (partnerships, LLCs, etc.). 

 Municipal

This is fundamentally a general transactional practice. There is a lot of contract work involved, though the subjects can range from real estate to bonds to corporate work to other types of matters. In this practice, attorneys represent a governmental entity or agency or a party acting on behalf of or dealing with such an entity or agency. For example, in addition to cities and counties, these attorneys could be dealing with utilities. In many markets, there are certain firms that are known as municipal practice boutiques.

The outsourcing attorney helps a company move a portion of its operations (typically manufacturing or a call center, etc.) overseas. This is a recently created and still developing practice area. This function is sometimes fulfilled by technology transaction attorneys rather than devoted, full-time outsourcing attorneys, although the latter do exist. Tech trans attorneys do this because outsourcing deals create an ongoing relationship between the parties just as a license does. Although the outsourcing itself contemplates a variety of areas such as real estate, employment, etc., the agreements themselves are unlike most other agreements. They are rather like complicated, cross-border service agreements. This is a contract driven practice.

The “White Shoe” corporate work is still centered on the East Coast, particularly in New York. On the East Coast, most junior associates start by working almost exclusively on due diligence. On the West Coast, attorneys represent more private companies and junior associates get more responsibility earlier. West Coast attorneys often act as “outside general counsel” to companies. The primary division is between ’33 Act (issuance of securities) and ’34 Act (reporting and compliance, mostly public companies) and practices differ geographically. Day-to-day work involves due diligence, drafting documents, interfacing with SEC, negotiating the offerings and/or financing documents, writing memos, etc. Attorneys can handle stock plans, option plans, employment matters, and the entire gamut of corporate issues. Good for people who like to be experts, like gamesmanship, and enjoy rule-driven practices. Attorneys handle strategy questions when dealing with the SEC. You are helping corporations to run smoothly and obtain capital.