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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!
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Great introduction to Corporate Law! I am excited to learn the practical side! Thanks Ann!
Thanks! I’m just hoping to help someone decide if this is the right area for them. Sometimes it’s a hard decision!
While I am absolutely certain that this is not the type of law for me (I work in administrative law), I am grateful for such a straightforward post. Knowing something about all practice areas not only helps keep up in my field, but more importantly helps me network at paralegal events!
Prior to transitioning to a Litigation Paralegal, I spent close to 20 years in Corporate America (IT, Purchasing, Engineering Planning etc.). I often interacted with our in-house counsel and would say that your representation of the role seems accurate! I must say that my new world (White Collar Criminal/Civil Defense) is sure interesting, but it can also have it’s crazy & stressful moments. I’m thankful for the experience and education gained from my time in Corporate America, but am having a lot of fun in my new arena!
Sharon, Thanks so much for leaving a comment! Here at TPS, we wanted to allow paralegals all across the country to take place in a bit of a “paralegal buffet.” You can pay theTPS buffet a visit, check it it all out, take more of what interests you, and come back again when you’re “hungry” for more! We plan to feature articles on many diverse topics in the future. We have several in the works right now, for newbies and experienced paralegals alike.
Thanks so much for reaching out to share your thoughts with us! We really appreciate it.
Sharon – thanks for chiming in! I’ve done administrative law before and absolutely loved it as much as the corporate side. We’ll have to whet your appetite and get to posting some things on administrative law. Like Jamie said, there’ll be more articles for paralegals of every stripe and discipline. Keep comin’ back for more!
I am so glad that you are highlighting this area. Sometimes I feel, as a corporate paralegal, that we get left out of the paralegal scope of things because we don’t rush to court to make filings or deal with angry opposing counsel and 1000s of pages of medical records or depositions to review.
I know that this is a partial list but I would like to add a few things. Corporate law is not just about maintaining corporate records. We have a Corporate Secretary who handles those transactions. At my company, we (the corporate paralegals) also deal with lawsuits against the company, coordination with outside counsel, collection matters, responding to complaints, contracts, leases and so on. We touch on a little bit of all areas of law – which makes the day that much more interesting.
Incidentally…I deal with corporate law & administrative law!
Ann,
Nice article for the Paralegals to learn about the Corporate Side. Can’t wait for part II.
Ah, a place that’s not all about litigation! I’ve been a corporate paralegal (in-house) for 10 years, and it’s interesting, varied, and very people focused. But a little lonely! It’s odd working in a company where only the legal department and maybe the CFO/CEO understands what I actually do…
So it’s nice to be reminded that I’m not the only one in the world!
Jen – thank you for your comments! Have you already gone and looked at the last page of the article, or are you simply a mind reader? 🙂 As a corporate paralegal, I’ve also dealt with all those other areas under my “corporate” hat. Wait ’til you see the wrap up! And I totally understand the being “left out” feeling. I don’t think it’s something done purposefully, it’s just that we have shows like Law and Order, Ally McBeal and Boston Legal. There’s never been something like “Corporate Law – The Real Story” starring Brad Pitt, George Clooney and Denzel Washington. (My God, even I’d watch THAT show!)
Melody – Thanks for your comment. We’ll try to open the curtains even more for you on our next article!
All the best to all!
Ann
Thank you so much for writing this series. As a paralegal student trying to decide what area I want to work in it is important to me to learn as much as I can. Most paralegal articles I read talk about the exciting world of litigation or criminal law. It’s refreshing to learn about something different.
Jane – I know exactly what you’re talking about. Good thing that TPS is not a one-sided blog. TPS is here to shine a three-dimensional insight into all things paralegal. Keep coming back for more.
Kate – paralegalbuzz – I’m glad that we can give you a little insight into the various practices. Keep coming back for more! And best of wishes on your journey.
Ann
Ann, I enjoyed reading your primer on being a corporate paralegal. I’m sure that in your upcoming articles, you will speak about some of the perks of this most important job. Remember, that without you, there would literally be no corporation for all those corporate officers, directors, and managers to do business under. They would have no place to go and do business after breakfast in the morning. You also become known to these people and they will realize your great importance to their company. You will be meeting and greeting all of the “corporate big-wigs”, who have the power and authority to (first hand) see you in action, and get to know who you are and what you are doing to keep them in business. I dare say that many other people in the legal department are not recognized as much as the corporate folks will recognize you. Recognition comes with it rewards, such as remembering your good work at end of year (salary) bonus time, and putting your name on the fast-track list for promotions, and other of that good stuff that you work so hard every day to achieve. All you need is one or two of them to appreciate what you do and you will be “the gate keeper to the corporate office”.. the person REALLY keeping corporate together and functioning well.
You are more important to the company than you may think, and I wish you all the very best of success and prosperity.
Gershon Ben-Peretz, Esq. Pres. and Founder of Legal Writing Services.
Gershon – thank you for your splendid observations about the worth of the corporate paralegal. I fully intend to print this out and hang it somewhere in my office. I’ve not seen a more succinct appreciation for the role of corporate paralegal than the one that you have provided us here. I wish it were in my power to send your missive to every corporate paralegal on the planet!
Again, thank you so much for appreciating all of the corporate paralegals. I hope that new paralegals take note of your opinion.
All the best,
Ann
Ann, it is I who must thank you for your most kind and gracious compliment.
I practiced law in the U.S. for 30 years, before moving to Israel and founding Legal Writing Services. Every word that I wrote is true, and from my heart and my experiences.
The inspiration and guidance you provide your colleagues is wonderful. You truly deserve to be one of the leaders of this fine organization.
I wish you and your officers, directors, and members, only the very best.
Remember that old corny saying which is very old, just a bit corny, but very true: “Your life is what YOU make of it”. So go out there and make the best of every hour of every day. Do everything to the best of your ability without considering the rewards.
Take it from an old lawyer who couldn’t succeed (nor survive) without his trusted and wonderful legal secretary. Sorry if the terminology may not be PC, but back then being a real legal secretary was a prestigious profession. Now you are called Paralegals, and your profession is even more prestigious, due to your years of hard work and devotion to our profession and the lawyers you stood beside, protected, and did all the work that HE or SHE took all the credit for.
We didn’t have spell-check (cause we had no computers when I started to practice), and without my assistant, I would have been shunned by my peers, simply for not knowing how to spell even simple words, like “hypothecate”…. And God bless her, she never complained about getting her fingers dirty from the carbon-papers. Well, maybe once, but that holiday season I broke down and hypothecated my home and purchased a brand new Xerox machine!
Please accept my thanks to all of you for making Paralegals such a worthy and honorable profession, and please call on me if I can help any of you and the wonderful work this fine organization does. You know where to find me– please just click on my name (above). I don’t get out much, but my fantastic young and good looking partner, Sean Gordon travels the U.S. for our company. I am sure he would be happy to meet all of you if invited.
Gershon
Gershon,
As a paralegal, I truly appreciate your words regarding our profession and abilities…as I know those reading your comment do. Thank you for your very kind words about our “mission” at TPS. We’re so glad you’re on board from Israel!
We plan to do profile pieces of various TPS members in the near future. You have shared your interesting story with us in our LinkedIn group and I am very interested in having you do a profile piece. Would you be interested? I would love to share your story with our fellow members. Let me know if you are interested!
Jamie
I’ve been a corporate paralegal for 8 years now and love it! The job is perfect for anyone who likes to research and write, make order out of chaos, work with go-getters, and organize. Closings for bulk sales and asset purchase agreements can have nearly the same drama and last-minute preparation as trial and require the same attention to detail as trial preparation. Yes, I find it less stressful, but not as boring and repetitive as presented by my fellow bloggers. What I have found as late, however, is that corporate formations and business start-ups are on the wane due to the economy, while dissolutions and bankruptcies are on the rise. Now, THAT is stressful!
Hi Ann,
Thank you for the informative article about what the job of a corporate paralegal realistically entails. I have recently finished a paralegal program and am working part-time in Intellectual Property, but Corporate Law piqued my interest while in school. The drama and stress of certain areas of law does not necessary appeal to me; I’d much rather be an integral part of a legal team in which I can dabble in various areas of law. This article definitely helped me to have a clear idea of what I can expect my responsibilities to be in this type of position. I look forward to reading more about the corporate law environment!
Nancy – I know exactly what you mean about bankruptcies and dissolutions being on the rise. I worked as a real estate paralegal in Denver, Colorado when we experienced the first mortgage crisis. That led me to “look over the edge” into corporate law. I found that I could still dabble in real estate, but could also open a whole new area.
All the best!
Ann
Jamie – that’s why TPS is here! We want to help newbies and experienced paralegals find their place in the land of the paralegal. Although I personally would recommend corporate law to everybody, there will be other articles that expound on the major areas of practice. All of them have their allure. That’s what makes being a paralegal one of the grandest careers on the planet. Stay tuned to TPS. There’s much more for all of us to learn and share. Thankfully, we’ll do this all together!
Welcome to the land of paralegalism, Jamie!
Ann
Great opening article. I am a corporate paralegal in the financial services industry and while the days aren’t as long as they where when I was in the military, corporate america still presents it’s own set of challenges. I look forward to the next installation.
Reggie
Thanks, Reggie. And on behalf of TPS, and all other paralegals, I want to THANK YOU for your service in the military! To know that we have soldiers now acting as paralegals…my heart swells with pride. Now I definitely have to bring it up a notch.
My father served 30 years in the Air Force, so I’ve got a soft spot in my heart for all military people. I know what you all go thru. As a family member, I know what your family went thru.
So, thank you for your compliments, but your service goes way above and beyond anything I could ever hope to write.
Very good article, Ann, I am sitting here smiling as I am reading. I know that I’d fit well as a paralegal because as you stated, the one thing I love to do at home and at work is make sure “the world remains orderly, upright and ethical, and that Corporate America runs as smoothly as superhumanly possible”. On the other hand, I like the excitement of litigation. Looking forward to the next article..Interesting piece.
Thanks for your comments Kalila. You and your litigation! C’mon. I may be biased, but I think that every area of law is exciting. I worked for a bit with estate planning, and I even found that had its merits. Maybe I just need to get a life!
And you wanna know what area I’m beginning to be interested in? Space law! Thank you Richard Branson and Virgin Galactic! For a paralegal who is a closet “Trekkie”, I must admit that I’d love to be researching a brief while circling Mars. Drafting articles of incorporation while doing rings around Saturn. Answering petitions while hovering over Pluto (the little planet that was). Then, when people call me “spacy”, they wouldn’t be wrong!
Thanks for this intro. I’m a newbie paralegal. I just graduated with an AA this May. When I started my degree, I thought I want to be a criminal law paralegal, but by the time I was through with my degree, I couldn’t decide what law to be paralegal. I’m still not sure.
Well, Jessica, just stay tuned to TPS. We’re going to be bringing articles about different practice areas for you. Jamie’s team will show the pros and cons of each area. Somehow, she picked a myriad of paralegal experts to be on her team. Funny how that worked out, isn’t it?
The nice thing about the law is that there’s something for everyone. And TPS and its members will certainly help you along the way.
Like Jamie always says, “Stay tuned! The best is yet to come!”
Ann – I am thankful that you decided to start this discussion or on-line training so to speak. I only studied corporate law in school, have no real experience except when I finished school several years ago, I did start a LLC company of my own. I wrote my own articles of incorporation not realizing that I would have all those tax forms to complete before I started to make any money while I was initially marketing my freelance services.
I am interested in knowing something about many areas of law because I think you can learn to be a better paralegal just by understanding other areas that you are not really working in.
I really liked this article you just wrote. I like the way you write which makes this area of learning to be more of a fun project. I look forward to the next part.
Georgia – Thank you for your comments!! Jamie has a lot of articles planned for different areas of law. We want paralegals to “walk a mile” in other paralegals’ shoes so that we have a taste for what we all go thru each day. We’ll keep the fun and the articles comin’! Keep on the lookout.
Nice read, I just passed this onto a colleague who was doing a little research on that. And he actually bought me lunch since I found it for him! Smile. Thus, let me rephrase that: Thanks for lunch!
Well, Stainless Steel, we’re here to help! I hope you enjoyed the lunch. Read up on the other articles here on TPS. They’re well worth a lunch or two!
This is a great article! I am currently in an ABA-approved paralegal studies program and I am learning a lot! I am thoroughly enjoying my Intellectual Property Law class, thus making the decision for me – I want to be a corporate paralegal (or Intellectual Property paralegal).
I am looking forward to part II and seeing this blog, TPS, grow. I already bookmarked it on my web browser!
Thanks for your comments, Taye. If you became a corporate paralegal you could still be involved in intellectual property. Most of the corporate paralegal jobs that I’ve had included intellectual property. It will depend on the company that you end up working with.
You’ll also probably have a hand in litigation, corporate securities (if your employer is a public company). The possibilities are endless. Glad that you’re keeping an eye open for our next articles. We’ll show you just how endless the possibilities are for a corporate paralegal!
Taye, Thanks for sharing some of your personal story with us! We love to chat with our fellow TPS members and getting to know them better. It is great that you found an area of law that suits you. I, too, am looking forward to Part II of Ann’s series! Thank you so much for your kind words regarding Ann’s article and TPS. We look forward to seeing you “around.” Thanks for reaching out.
p.s. Please feel free to join TPS on LinkedIn if you have’t already! (That’s an open invitation to everyone reading this string, as well!)
I am actually interviewing for a corporate position tomorrow. It will be a big change from personal injury. Your post was just in the nick of time to help me prep for the interview.
Woo-hoo, Jennifer! Good luck on the interview. Glad that our postings are helping out there in the blogosphere. May the Corporate Force be with you! 🙂
Congrats on landing an interview, Jennifer! Please do let us know how it goes! We’re glad the article helped. Good luck!!
Hi Ann,
Great article! I look forward to reading future installments. As a paralegal with more than 15 years of experience working in Corporate and Securities practices, I applaud you for taking the time to introduce Corporate paralegal practice to aspiring paralegals. In my view, every paralegal should know the basics of corporations, partnerships and other business vehicles. Whether the primary focus of their practice is litigation, intellectual property, environmental or administrative law, an understanding of corporate basics can only be an asset in a paralegal’s arensal of knowledge. If for no other reason than developing the ability to recognize potential corporate-related issues and knowing where to seek guidance or assistance.
Thanks for your kind words Michaela. You’re absolutely right about every paralegal knowing the basics of corporate practice. It’s always best to be proactive in continuing education in this business!
I am a Corporate Paralegal working for an inhouse attorney. I enjoy working on contracts and researching information to help my company. I don’t find it boring at all.