The role of a corporate lawyer
Corporate and commercial lawyers are experts in corporate and commercial law. They understand the minimum differences between legal entities and how to best use them for different purposes. They also assist companies in various transactions that result from commercial operations.
In the area of mergers and acquisitions, company lawyers will begin negotiations with the target entity first, usually by drawing up a memorandum of understanding (MOU). The next step for a corporate lawyer is to conduct a legal due diligence on the target company, evaluating which legal responsibilities exist.
These liabilities are usually disputes – debt instruments that are ongoing and can now be negotiated, matters relating to work and property relating to property and, subsequently, for transfers. A list of all contracts established on behalf of the target company will be respected and company lawyers will assess the risks associated with each. Depending on the nature of the transaction, the lawyer must submit a merger notification with TRP (Take Over and Panel Regulations) and with the Competition Commission in accordance with the law. The lawyer will also draw up sales terms and agreements. In addition, corporate lawyers often make financial agreements relating to transactions, as well as escrow agreements.
After the transaction is completed, the lawyer will draw up a new agreement between the shareholders and give advice on the structure / type of shares to be issued in accordance with their mandate. In addition, they will prepare a memorandum of incorporation (MOI) for the new entity and submit it to CIPC (the Company and the Intellectual Property Commission) together with documents that will determine the change in the name of the target company.
After this is done, they will advise the company on how changes in ownership will affect movable and immovable property, as well as provide advice on labor issues.