Bruce A. Ortwine
Introduction: Corporate law means so many things that the term can be confusing to the uninitiated (as well as to the initiated). The following is intended to alleviate some of this confusion. It is based on my own personal experience as a “corporate lawyer.” Others surely have had experiences that would include many other aspects of corporate law that I have not experienced and that would further demonstrate the vast scope of this field of the law.
–limited liability companies
–master limited partnerships
–professional limited partnerships
–“Doing Business As” (trade name) entities
–bank holding companies
–financial holding companies
–special purpose vehicles (“SPV’s”) or special purpose corporations (“SPC’s”)
This list merely reflects my own personal experience and is merely illustrative of other types of legal entities that fall under the “corporate law” umbrella. The actual universe of legal entities involved in corporate law is no doubt broader.
Corporate Governance and Ethics:
–Ongoing advice on Board of Director and Senior Management governance and oversight and fulfilment of their fiduciary responsibilities;
–Corporate Code of Conduct and Ethics for all employees;
–Board of Director and Senior Management training.
–Corporate Reorganizations and Restructurings;
–Mergers and Acquisitions (stock and asset);
–Financial Transactions: loans (lending can take numerous forms, including secured and unsecured, syndicated (many lenders) and bilateral (one lender), recourse and non-recourse, etc.) structured loans, asset based, receivables financing, Collateralized Loan (or Debt) Obligation issuances, factoring, trade finance, etc., involving security agreements, pledge agreements, guaranties) and is a universe of skills onto itself);
–Loan Workouts and Restructurings;
–Public Financing (debt issuances by state and local governments and governmental agencies (general obligation, revenue, leasing), letters of credit providing credit and liquidity support to the issued debt;
–Securities: private placements not registered with the SEC, initial and secondary public offerings registered with the SEC, broker-dealer and investment advisory activities, State securities laws requirements;
–Leasing, including aircraft and leveraged lease transactions;
–Leveraged leasing, including synthetic leveraged leasing;
–Confidentiality (Non-Disclosure) Agreements;
–Interest Rate and Foreign Exchange Swaps and Other Derivative transactions;
— (Obscure) Banking activities: custody of customer securities and cash, repurchase and security lending transactions;
–Indentures (including acting as Trustee for debt holders);
–Entertainment (another universe): film production and finance, artist management, personal services contracts, record, publishing, film and TV contracts, concerts, licensing;
–Sports law (management, personal services contract, personal appearances, licensing);
–Intellectual Property including software licensing;
–Employment Contracts and Employment Terminations.
–Bank and Financial Institution Regulations (Title 12), Securities Regulations (Title 15) and Derivatives Regulation (Title 7);
–Corporate Compliance Programs (U.S. and Global);
–Anti-Money Laundering Compliance Programs (U.S. and Global);
–Enterprise Risk Management Framework (U.S.);
–Volcker Rule Compliance Program (U.S. and Global).
General Advice and Counseling:
–Development of Business Plans in businesses ranging from record companies to biomedical devices to private investigative services to personalized private training getaway packages.
–Every type of general/specific advice in areas related to business, commerce and capitalism relevant to the spectrum of clients and businesses represented. Sometimes, the advice provided has veered into unusual areas, including:
–Establishing a publishing company for a then-young and up-and-coming singer named Madonna, completing and filing her 1983 tax returns, and representing her in both recording and management contracts and a litigation brought by a previous manager;
–Representing the two TG children of the President of a bank client in effecting the legal changes in their names and gender more than 30 years ago;
–Interviewing ten retired African-American Harlem Globetrotter players on their experiences playing basketball against white teams in a racially segregated era;
–Establishing various not-for-profits dedicated in areas ranging from after-school activities for inner city children, promoting sports activities for inner city children, advocacy of services for persons with epilepsy and ensuring financial assistance for retired National Basketball Association players.
A contract can often be broken down into the following substantive sections (not all will appear in all contracts):
Conclusion: I hope this has been of some help to you in clarifying what “corporate law” is and entails. Remember, it is a universe as broad as we want to make it to be. Its continued expansion is limited only by our own collective imaginations.