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 BY: Ann Pettigrew
(Part I of our Corporate Law Series)

Over the next several weeks, we’re going to present corporate law to the newbies among us.  This isn’t going to be an exhaustive treatise on corporate law, but we hope to give you some nuts and bolts to help you see whether you’re interested in this area of law.  So, sit down, and strap in!

There are a number of duties that a corporate paralegal must perform for public or private companies.  Corporate law isn’t always thought of as the most exciting area of a law practice.  There are no late-night sessions looking for the perfect case.  You’re usually not sitting in court watching your attorney rip apart a witness.  No one ever saw Della Street of Perry Mason looking through the Delaware Corporate Code for answers that could help catch a murderer.  And God forbid that Atticus Finch would be caught dead drafting articles of incorporation!

That’s why corporate law can be considered boring.  There.  I said it.  It’s out in the open.  Corporate paralegals usually go home on time and generally don’t work weekends!  We don’t dash to the Secretary of State’s office at 4:59 p.m., begging a clerk to accept our filings…normally.  But there are those types of days!

As a corporate paralegal, you’re the one trying to make sure that there are no juicy lawsuits.  You want to help organize corporations so that the officers don’t kill each other and end up on America’s Most Wanted® (which is coming back to cable television, by the way)!   You want to complete your projects, so that there’s no having to rush to a clerk’s office with seconds to spare.  You want to draw up fee agreements to insure that Atticus Finch gets paid properly for the stellar work that he performs!

That’s right!  As a corporate paralegal, you put on your cape every morning and make sure that the world remains orderly, upright and ethical, and that Corporate America runs as smoothly as superhumanly possible.  And all of this without even breaking into a sweat!

At this point, if you’re seeing yourself on a mountaintop, wind billowing through your white, satin, corporate paralegal cape, standing above attorneys who are kneeling with arms upraised in praise… WAKE UP!  It ain’t that glorious!  But if you’re seeing yourself in a basement cellar illuminated with a single bare light bulb, reading a corporations code with rats scurrying around in the background…again…WAKE UP!  It ain’t that mundane!

Now that we’ve established that it’s neither the most boring, nor the most exciting area of law, let’s get down to some of the nuts and bolts of being a corporate paralegal!

Corporate law means (duh!) corporations!  Simple area, right?  We all know what a corporation does, don’t we?  However, under the description of “corporation,” there’s a lot of work to be done!  Just look at this partial laundry list:

Corporations (public or private):

1)      Incorporating

         a)      Coordinating registered agent(s)
         b)      Qualifying and registering
         c)       Annual reports
         d)      Tradename registration

2)      Stock

         a)      Registering
         b)      Issuing/transferring
         c)      Administering employee/executive stock incentive plans
         d)      Section 16 – Insider ownership reporting

3)      Meetings

        a)      Quarterly or monthly board meetings
        b)      Annual stockholders meetings

i)        Coordination of:

       (1)     Proxy solicitor
       (2)     Proxy printer
       (3)     Proxy investor communication service
       (4)     Inspector of elections

4)      Drafting minutes and resolutions

5)      Creating and implementing document retention policies

6)      Intellectual property protection

7)      Maintenance of corporate good will and name protection

Long list, huh?  Unfortunately, the above list doesn’t really begin to scratch the surface.  This is only one aspect of what you may have to deal with.  So, if you thought corporate law was a walk in the park, you’d better change your tennis shoes for some hiking boots!

We’re not going to deal with all of these at once, and since the items on the above list are so intertwined, over the next couple of weeks we’ll be able to share with you — the aspiring new paralegals of the world — everything you ever wanted to know about corporations!  We’ll be here to answer your questions and give you new things to think about.

So, be sure to watch for Part II of our corporate series, where we’ll break this list down into a manageable, real-life experience for you!  We’re going to help put what you learned in school to practical use.  If there is any section in particular on the “corporate laundry list” that you’d like us to explain in greater detail, please let us know!

We’ll see you next week — Corporate Wannabes!