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March 31, 2009


Mergers & acquisitions

One major corporate practice area is mergers and acquisitions (M&A). By acquiring or merging with another company, a business might add property, production facilities or a brand name. A merger or acquisition might also work to neutralize a competitor in the same field. M&A attorneys provide legal counsel about proposed transactions. Typically, to evaluate a proposed venture, a team of corporate lawyers reviews all of the company's key assets and liabilities, meaning financial statements, employment agreements, real estate holdings, intellectual property holdings and any current, pending or likely litigation. This is called due diligence. The lawyer(s) can then assess the situation and raise specific issues with the client -- for example, who's responsible for the government investigation of a piece of property the company owns? What happens to the employees of the target company or to the stock options of the company's directors?

M&A lawyers consult with their clients about these questions, and together, lawyer and client determine which parties should accept current or potential liabilities. The lawyers then draft the merger or acquisition agreement and negotiate in detail the terms of each party's rights, responsibilities and liabilities. Sometimes, in M&A, the parties see the process as a zero-sum game in which each must get the best deal, no matter how it may affect future relations with the other company. This is especially the case in hostile takeovers.

Litigation and dispute resolution

Litigation is a legal proceeding between two or more parties. Because litigation is an adversarial proceeding between opposing parties, most of a litigator's job involves preparing for trial, even if a negotiated settlement is the ultimate goal. Litigation tends to be the grittier side of law that is often portrayed in films and on TV, and it sometimes involves two or more parties battling it out in court with a team of lawyers armed to the teeth with wit and stacks of incriminating papers. But, not all litigation is so fiery. In cases where parties have contracted to resolve their disputes out of court, a mediator can be hired to find an amicable compromise between the parties. This mediation (or, in some cases, arbitration) reduces the number of cases that go to trial so the already crowded courts are not completely overwhelmed.

Government advising

Many Australian law firms have a strong relationship with the government and have acted for it on a variety of different public sector, construction and infrastructure deals. The rise of public-private partnerships (PPP) has led to a load of opportunities for law firms to advise federal and state government agencies. In recent years, these deals have included Australia's largest infrastructure project, Brisbane's $3.4 billion Airport Link, as well as the $3.6 billion Sydney CityRail network.


Benjamin Franklin was famously quoted as saying, "In this world, nothing is certain but death and taxes." But, dear old Ben missed out on one crucial element of the equation: where there are taxes, there will also be confusing laws. Lawyers often help companies and individuals navigate through confusing tax systems. Often taxation lawyers help a company figure out tax liabilities after a major acquisition.

Intellectual property

Corporate lawyers often advise their clients on intellectual property matters. Intellectual property law can include research and analysis of trade secret issues, patent and trademark licensing and protection, software licensing and copyright law. Intellectual property law, and the enforcement of existing laws, has been changing and evolving at a rapid pace in the Asia Pacific region, especially with the vast intellectual piracy that runs rampant in much of China. Australian law firms, particularly those with offices in Hong Kong and Shanghai, have increasingly been involved in intellectual property cases during the past few years.

Venture capital

In a venture capital practice, a lawyer works on private and public financings and day-to-day counselling. This means he/she helps new businesses find money for ventures, organizes their operations and maintains their legal and business structures after formation. In venture capital, as in any corporate law position dealing with emerging companies, lawyers help build and expand businesses. Their responsibilities can include general corporate work, like drafting articles of incorporation and other documents, as well as technology licensing, financing and M&A. Some lawyers find this type of work less confrontational than the usual M&A practice because the client is working with other parties toward a common goal.

Non-legal roles

Business clients frequently look to their lawyers for advice directly related to the operation of their business but only tangentially related to the law, such as how to deal with special interest groups, how to respond to concerns about product safety, whether to fire an executive, how to plan for the possibility of adverse media coverage, how to create a business plan, how to cope with a serious ethical lapse, whether to close a factory and what kind of compensation plans should be offered to employees.


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