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Comparing corporate and commercial law

Comparing corporate and commercial law

The Rookie Lawyer


In keeping with the theme of my previous article - which examined how law firms operate as businesses - in this article, I'll be examining the business within law firms. More specifically, two practice areas whose names are commonly interchanged with business: the areas of corporate and commercial law.

As someone who's never formally studied business before, it was only until very recently that I used the words corporate and commercial interchangeably, thinking that their synonymousness would translate in the legal world. This was not the case. Corporate and commercial law are two significantly different areas of law.

So in this article, I'll be covering the contrasts between the two practice areas, providing an overview of each so as to avoid any interview slip-ups or future conflations.

The difference according to the dictionary

Corporate and commercial law both have to do with companies, but deal with different aspects.

Corporate law is concerned with the life cycle of companies as larger bodies - from their creation to their dissolution. The clue to this might lie in the first half of the word "corporate" -  "corp" - which is derived from the Latin word for 'body'. So corporate law is concerned with the company as a 'corpus' - a body - and either how it interacts with other companies (merging with or acquiring them) or else how it operates on its own (e.g. restructuring).

Commercial law, on the other hand, derives from 'commerce' - which is to do with trade and dealings. This practice area covers a wide range of subspecialties including intellectual property, litigation, employment law and competition law. It's defined in contrast to corporate law as dealing with the conduct of businesses engaged in commerce.

Therefore, both are rooted in dealing with businesses. But where corporate law is about the business as a body, commercial law is about the particular elements within the dealings of a business (things that turn a profit, rather than the organisational elements).

What do corporate lawyers do?

A corporate lawyer is involved in the formation, restructuring, and dissolution of companies. The most well-known element of corporate law is mergers & acquisitions (M&A) - that is, helping a business acquire or merge with another business. As a corporate lawyer, you would advise buyers and sellers, alongside the financial advisers who organise the process, in order to make the process go smoothly. You would conduct research on the respective industry of the businesses, consider the surrounding context and purpose behind the transaction (e.g. Are either or both companies struggling financially? Are there goals to grow the business? How will this affect competition in this industry?). You would then consider the consequences of the transaction, partake in negotiations on behalf of your client and their interests, and help to perfect the details leading up to the finalization of the deal. 

What do commercial lawyers do?

The work of a commercial lawyer is heavily dependent on which practice area they specialise in. An intellectual property (IP) lawyer will do different work to a tax lawyer.

In general however, commercial law depends heavily on knowledge of contracts. Commercial lawyers will often spent their time advising clients on contractual terms, drafting and negotiating those terms, as well as advising clients on their 'commerce' - sale of products, trademark rights over products (for an IP lawyer), and protecting the client from industry competitors.

To summarise, though both commercial and corporate lawyers are involved with businesses in some capacity, the work they each do is distinct and engages with business in a different way. While corporate is more concerned with the bigger picture and the overall cycles of companies; commercial law is more focused on the commerce of companies - the products they produce, their competitors, and so on.

So the next time you're asked about your interest in the commercial world as an aspiring solicitor - remember that, in a legal context, the terms 'corporate' and 'commercial' are siblings, not twins!