Corporate law in Scotland

Broadly speaking, corporate law concerns transactions involving companies. Transactions range from buying and selling companies to investing in businesses and raising finance for them, as well as re-organising the structure of groups of companies.

A corporate law solicitor's work

Corporate lawyers are often at the hub of exciting transactions. They manage the transaction by co-ordinating and shaping input from transaction support colleagues in disciplines such as real estate, employment, pensions, tax, environmental, litigation and banking, as well as drafting and negotiating the framework documents.

Lawyers typically work on the following types of transactions: buying and selling companies; buying a proportion of shares for an investment (buyers would typically be venture capital houses looking to ‘exit’ within three to five years by selling); financing or re-financing companies; buying and selling the business and assets of a company (as opposed to buying or selling the company itself); or floating a company by making its shares available to members of the public.

Larger transactions can take two to three months of intense activity by a team of up to 20 lawyers at peak times; smaller transactions can be dealt with in a couple of weeks by a team of one or two. Most transactions are somewhere in the middle. In a typical sale and purchase scenario, the tax specialists will identify any tax trip-wires. The purchaser will carry out legal and financial investigations into the potential target (know as due diligence): then, armed with the results of this investigation, the purchaser’s solicitor will draft a share sale and purchase agreement containing the terms of payment, timing and any pre-conditions to be met. The seller’s solicitors then review this agreement and a period of negotiation ensues, throughout which each side tries to obtain the best deal for their client.

Corporate lawyers tend to spend the majority of their time in the office co-ordinating and managing transactions, but they also visit clients and have meetings with other professional advisers/providers including accountants, banks, tax advisers and merchant banks.

The buoyancy of work in the corporate sector inevitably follows the wider economic cycle. If the economic climate is generally buoyant, the chances are that more deals will be done. As the work tends to be transactional, it follows that there will be dips and peaks in activity.

Skills required

• Good communication skills (both oral and written).
• Common sense.
• Teamworking ability.
• Attention to detail.
• An interest in business.

Traineeships in corporate law

Trainees can become quite heavily involved in due diligence as well as research. They are usually responsible for a lot of the ancillary work, such as drafting board minutes and resolutions. They will also be able to take satisfaction in having played a part in a deal reaching a successful conclusion. This is the ‘buzz’ that corporate
lawyers talk about when a transaction comes together successfully.

Types of law practised

• Competition.
• Employment.
• Financial services and banking.
• Health and safety.
• Pensions.
• Real estate.
• Tax.

About the author

GRAHAM SIBBALD is head of the corporate group at DUNDAS & WILSON CS LLP, Glasgow. He graduated from the University of Edinburgh in 1985 with a degree in law.