Corporate vs. Commercial Lawyers: Key Differences

.People often ask me what the differences are between corporate lawyers and commercial lawyers. I’m a corporate lawyer with more than seven years of experience helping both big businesses and startups in their early stages of growth. There are clear differences between the work we do and the clients we serve, but a lot of people use the terms in the same way. Based on my own experience, I’ll talk about the “Corporate vs. Commercial Lawyers: Key Differences” in this article.

My Background and Credentials

My name is Onkar Sharma and I went to the National Law School of India University, Bangalore. I graduated in 2014 and have been working as a business and corporate lawyer ever since. My first job was at a top law firm, where I worked on mergers and acquisitions, private equity investments, and venture capital financings.

In 2018, I moved in-house to lead the legal teams at two fast-growing startups. I was in charge of their later-stage fundraising, international growth, and eventual trade sales. During my career, I’ve negotiated hundreds of business contracts and given clients advice on complicated business deals worth billions of dollars.

I’m in charge of legal at a startup that was founded in Series B and wants to change the way digital payments are made in India. I also help early-stage founders build strong legal bases as a mentor at a number of incubators.

Because of this, I have a deep understanding of the differences between corporate and commercial law.

Defining Corporate and Commercial

Law In a broad sense, corporate law controls how companies and other business entities like LLCs and partnerships are formed, run, and handle their money. It includes things like starting a business, getting investors’ money, protecting shareholders’ rights, mergers and acquisitions, bankruptcy, taxes, and following the rules.

Commercial law, on the other hand, deals with business-related legal issues between two or more people. As part of this, they write and negotiate contracts for things like sales, purchases, licensing, distribution, marketing services, technology transfers, equipment leases, real estate leases, privacy, and not telling others about the business.

Difference 1: Type of Client The main difference is the kind of clients that each type of lawyer works with.

Corporate lawyers mostly work with registered businesses and organizations at all stages, from the beginning stages of formation to later stages of growth and, in some cases, dissolution. In business, the company itself is the lawyer’s client.

Commercial lawyers, on the other hand, write contracts between two or more people, usually businesses, who want to do business together. This means that they work for both sides of a deal, not just one organization.

Difference 2: What You Can Do Corporate lawyers deal with a wider range of issues that affect a business throughout its entire lifecycle. They help a business from the very beginning by filing the necessary paperwork to become a corporation, giving advice on how to set up the business, writing up shareholder agreements, and helping with early fundraising.

Commercial lawyers, on the other hand, only deal with business deals and partnerships that a company establishes as it grows. Once a new business is up and running, they need to make sure that their relationships with suppliers, customers, distributors, licensors, and other third parties are official.

Commercial lawyers only deal with deals and contracts that come up along the way, while corporate lawyers look after a business from birth to death.

Difference 3: Knowledge Areas Are Different The difference between breadth and depth also affects the types of subject matter expertise that commercial and corporate lawyers gain over time.

Corporate lawyers learn a lot of different skills that help them do well in many different areas of law, such as mergers and acquisitions, private equity, venture capital, capital markets, taxes, corporate governance, compliance and reporting, bankruptcy, entity structuring, formation, dissolution, and more.

When commercial lawyers talk about contracts, transactions, and more, they really get into the details of things like technology transfers, equipment leasing, sales and distribution, procurement, channel partnerships, licensing agreements, wholesale trading, construction contracts, and outsourcing deals.

Instead of learning about many different aspects of running a business, commercial lawyers become experts in the specific areas where they negotiate agreements over and over again.

Choosing the Right Type of Lawyer for Your Needs

You can choose the right type of lawyer for your situation by understanding the main differences between corporate and commercial law.

A corporate lawyer is likely what you need if you are starting a new business, getting investment money, buying another business, going public, or reorganizing a big company. They can help your group reach important goals and make tough decisions.

A commercial lawyer can help your registered and running business through things. Like making partnerships and business relationships official, writing commercial agreements, distributor contracts, procurement deals, IP licensing, equipment leases, and more. For easy business, they can give you good contracts.

In reality, most businesses use the skills of both types of lawyers, depending on how their needs change as they grow. The fields of corporate law and commercial law work well together. Your corporate lawyer keeps the business stable, while commercial lawyers handle deals with outside parties.

As the managing lawyer for a successful startup, I often call on colleagues. My colleagues, who only work with contracts, intellectual property, and partnerships, help me with my corporate work. When you find the right mix of in-house and outside specialty counsel, you can run a tight ship.

The Optimal Partnership Between Corporate and Commercial Law Firms

Most corporate lawyers work for companies themselves, while most commercial lawyers work for law firms that focus on transactions. When you hire the right outside deal counsel, you can easily grow.

From what I’ve seen, the perfect business law firm has these qualities:

• They don’t try to be all-around experts in everything, but they do have a lot of experience in areas like technology contracting, equipment leasing, sales, and distribution.
• Expertise and good judgment should come from partners and senior associates, not from too many junior resources.
• Not just hourly billing, but also flexible engagement models like volume-based pricing and flat fee structures.
• Legal tech tools for self-service document automation that were made for certain transactions.
• Specialization in industry and domains that match client sectors for contextual judgment.
• Strong working relationships with reputable corporate lawyers to make hand-offs go smoothly.

There are more niche commercial law firms and other legal service providers that take this focused approach in the legal world. They free up time for corporate lawyers who are too busy to do manual tasks and take advantage of their transactional knowledge.

Self-service contract lifecycle management platforms are another way that technology is bridging the gap between corporate law and commercial law. However, specialized legal counsel is still very important in high-value deals.

Conclusion

Corporate and commercial lawyers have different but related jobs. Finally, there are small differences between corporate and commercial law firms that are very important from a business point of view. These differences affect the types of clients they serve, the areas they cover, and the skills they teach. Corporate lawyers look after a business from the time it is born until it dies. When it comes to transactions and partnerships that are important to businesses, commercial lawyers have specialized skills.

But because their skills complement each other, corporate and commercial lawyers work best together to help clients throughout all stages of their lives. Strategic advantage can be gained by finding the best balance and integration between in-house corporate counsel and outside commercial law firms.

Based on real-life experiences from my career, I hope this breakdown has helped you see the difference between corporate and commercial legal counsel. Get in touch if you want personalized advice or ideas on how to put together the best legal team for your startup or fast-growing business.