Corporate and Commercial Law

Commercial law is effectively the legislation that covers most transactions in the life of Joe Public, from the fine balance of a marriage contract to the more fundamental protection of intellectual property.

Corporate law, on the other hand, is the exclusive domain of big businesses and concentrates on the intricacies of corporate governance, finance and the ongoing cycle of mergers, acquisitions and insolvencies.

Although the two terms are effectively interchangeable, commercial law has a broader application in that it is not only applied to business alone; whereas corporate law is a specific branch of the law that concentrates on all aspects of business.

Thus, when one ties the knot, finances a car or house or even finds alluvial gold in the stream running through our property, we have to take advice from a commercial lawyer and follow the legislation set out in commercial law.

In South Africa, commercial and corporate law is effectively governed by a handful of Acts promulgated over the years, including:

  • The National Credit Act of 2005
  • The Competition Act of 1998
  • The Close Corporations Act of 1984
  • The Alienation of Land Act 1981
  • The Credit Agreements Act of 1980
  • The Companies Act of 1973

Commercial law applies to virtually any and all transactions and it is advisable to contact reputable attorneys before embarking on any deal or contract. Top flight lawyers will ensure that the deal is fair and, more importantly, in your favour.

South African law firms can and will give imperative advice on the following:

  • The administration of estates
  • The sale and carriage of goods
  • The acquisition of real estate
  • The protection of intellectual property
  • Inward and outward investment options
  • Tax, both personal and corporate
  • Marine, fire, life and accident insurance

The dedicated corporate attorney will take care of more pressing issues facing you and your business, including:

  • Acquisitions, mergers and takeovers
  • Banking and finance
  • Commercial contracts, including lease agreements, service and management agreements and licences agreements
  • Corporate finance
  • Empowerment transactions
  • Corporate restructuring
  • Stock exchange listings
  • Tenders

In a nutshell then, commercial law involves the areas of law that have particular relevance to commerce and commercial transactions whereas corporate law deals with big businesses.

Top Tips on Negotiating a Commercial Contract

Negotiating a successful commercial contract will save you time and money in the future. A good contract should be as comprehensive as possible satisfying the needs of both the parties. This article includes some top tips on how to negotiate and create a commercial contract.

Who are you negotiating with?

If you are doing business with a new client then you will need to ensure that you are satisfied as to their location and credit worthiness. Performing a credit check on an individual or company might mean you avoid ending up out of pocket if they fail to pay in the future.

If you are dealing with a company check the company address and registered number at Companies House, this check can be done for a relatively low cost online.

Would you be happy if the company or individual you are dealing with assigned their rights to someone else, or is their identity important to the performance of the contract? Allowing assignment can be a strong negotiation point for a contract as many providers are only happy dealing with one party. Assignment can bring a higher price and more favourable terms for the contract provider. Conversely however assignment requires a high degree of flexibility and the ability to deal with different parties, of which may not suit your organisation. Make sure either way that the terms of assignment are clear.

What is the purpose of the contract?

Irrelevant to whether the contract is for goods or services an adequate description of what is being sold should be provided so that the buyer is clear on exactly what they will be receiving.

If you are a commercial seller then you must ensure that any goods sold under the contract are of a ‘satisfactory quality’ and are ‘fit for purpose’. Due to the Sale of Goods Act (1979) these requirements are automatically implied under the contract.

Any assumptions as to the quality of the goods or services which are bespoke to the contract should be documented as agreed by both parties. These assumptions will normally match whatever was negotiated upon at the point of sale – what was the agreed price?

Before drafting the contract it is important that you negotiate and agree upon a price for the performance of the contract. However when creating the contract you should try to detail any potential extra costs that may be incurred by the buyer. Try to be as transparent as possible with costs as this is one of the main areas of contractual disputes.

If the contract is for a large sum of money then a payment plan can be negotiated between the parties and this should be detailed in the contract. Dates should be given for when the deposit money should be paid and when each payment instalment is due. You may also like to provide a preferred payment method i.e. by cheque or bankers draft.

Every business should ensure that they have tightly drafted terms and conditions of business prepared by specialist commercial lawyers for every transaction – and should consider dedicated commercial contracts for large transactions.

How to Become a Commercial Property Lawyer

If you are interested in becoming a commercial property lawyer, the following article explains everything you need to know. Perhaps you’ve had experience of working in a law firm, or have had experience of buying or selling property before, and it’s an area that interests you.

What does a commercial property lawyer do?

The cases which a commercial property lawyer will work on generally involve the sale, purchase and lease of property for use as business premises. This includes offices, industrial units, retail units and manufacturing plants. Their role is to deal with legal implications of these property transactions. Specifically, they will look at issues such as Land Registration rules, rent, deeds and property licenses.

What attributes do commercial property lawyers have?

Due to the nature of their work, commercial property lawyers must be able to cope under pressure, and be able to meet demanding deadlines. They must be commercially aware, and be able to process large amounts of information quickly, requiring strong analytical skills. They will work within a team, meaning that excellent teamwork, interpersonal and communication skills are all essential prerequisites. It might be that the client will need additional legal services.

What qualifications do I need to become a commercial property lawyer?

Usually, candidates will be expected to have attained an Honours degree at 2:1 level or above. Those with a foundation degree or an HND only will not be considered, however, you can enter a training programme by first qualifying as a Legal executive.

Although entry is open to graduates in all disciplines, those without a law degree will have to undertake a one-year conversion course, known as the Common Professional Examination (CPE) or Graduate Diploma in Law (GDL). It is not to the detriment of candidates to have a degree in another discipline to law, as many firms will appreciate the broad background and knowledge which this offers.

After attaining either a BA law degree or the CPE/GDL qualification, candidates must then take the one-year Legal Practice Course (LPC) before starting a two-year training contract with a law firm.

With fierce competition for training contracts, relevant work experience within a law firm will stand those looking to become commercial property lawyer in good stead. If you are at college or university, you should approach as many firms as possible in order to attain a placement over the academic holidays.

So, if you’re interested in becoming a Commercial Property Lawyer, what are you waiting for?

Immigration Lawyers Can Help You Settle Down

Immigration is a very big topic in the United States. Depending on where you live and work, it can be a very heated debate for everyone involved. There are some people who believe that there are too many illegal immigrants in the country and that they should leave. There are others who feel like they should be assimilated into society since they have generations of relatives in the country. It is believed that many immigrants are invaluable because they are hard workers who have contributed to the economic growth of the country. There is even a small faction that believes that immigrants should be arrested, since they are illegal. There are a lot of different viewpoints that tend to change on a daily basis.

Most of these opinions are just from the people who are on the outside looking in. They do not reflect the thoughts and feelings of the actually people who are affected, which are the illegal immigrants. Unfortunately, even people who are here legally are affected by everything that is going on with immigration laws. While some states are working overtime to make life miserable for immigrants, others a looking the other way because immigrants perform a lot of useful jobs within these states.

For the most part, most people know that illegal immigrants will not be arrested for being in the country. So, it might be worth their while to research what can be done to make them permanent citizens. An immigration lawyer can help to get this done. Business lawyers and commercial lawyers cannot help in a situation like this. The person trying to gain citizenship should seek the services of someone who is knowledgeable about immigration law. If there are any little details that are added or taken away from law, an immigration lawyer will know how to handle this. He will know exactly what paperwork to fill out and when to get your paperwork filed on time. As a professional, he can tell you any other little particulars that you need to know to get your citizenship. Most importantly, he can tell you what rights are available to you now and later.

No one has to hire a lawyer to become a citizen. But it will most definitely make the process run much smoother if you know what you rights are and what steps you need to take in order to become a naturalized citizen of the United States. They can help you to deal with various governmental agencies in order to get your green card or immigration visa. If there is anything that you do not understand about the immigration process, your lawyer will be there to answer all of your questions.

Basically, you will have a reliable source to go to who will know exactly what needs to be done. No more relying on others for information that might not be clear or complete. What may have worked for others last year, might not work now. This is because immigration laws are always changing. An immigration lawyer will help you to understand the current immigration laws so that there are no kinks with your immigration status.

All in all, wading through the immigration process can be quite difficult if you are not certain about your rights and responsibilities. Get a lawyer and make this process smoother all around.

Work As a Commercial Solicitor

Commercial solicitors work on behalf of businesses both large and small, advising and representing them on all legal matters. If working for big companies they may be involved in setting up, negotiating and finalising big mergers and acquisitions. Smaller companies may need general advice in terms of progressing their business. Commercial solicitors (otherwise known as corporate solicitors) often work in teams, especially when dealing with large companies and these teams will consist of a range of more or less senior lawyers.

Some of the typical duties carried out by commercial lawyers will include
• Meeting with clients to discuss their legal requirements and inform them of the cost implications i.e. how much the solicitor’s fees will be
• Advise them of the law and how it relates to their plans or concerns
• Research relevant case studies and check legal reference materials in order to make sure all the boxes are ticked
• Take on the case which could entail auctioning and scrutinising contracts and documents and meeting with and negotiating with other professionals
• Managing and overseeing the work of junior solicitors
• May involve representing a client in court or calling in specialist witnesses or advocates
• Checking all paperwork is correct before client signs
• Ensuring fully up to date with all the latest changes in the law by reading professional journals and attending training courses in order to achieve CPD – continuing professional development

The hours of work can be long and mean working late into the evening and at weekends, especially when working for an important client. The pay may make up for this however – salaries start at around £20,000 per annum for junior solicitors, but with experience, and especially if working in the City of London starting salaries are £30,000 or more. For those who stick it out for 10-15 years or more the sky’s the limit pay wise. A solicitor who makes it to board level in one of the City’s top legal firms may be paid £1,000,000 (with profit share)

Most work is found in the big cities of the UK, primarily London. There are currently about the same number of men and women entering the profession.