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Corporate Lawyer

The Real Poop

Corporate lawyer...that's Dilbert in a suit jacket, right? Close. The prime difference between corporate lawyers and (insert-adjective-here) lawyers is that a corporation is the "client" of the corporate lawyer. This entity is unlike any ordinary human client, be it a homeowner, testator, slip n' faller, workers' comper, or bread n' butterer (a small, sure-win case to keep a law office afloat), for corporations are legally immortal—and not in the logic of the Highlander. Although the odds may be somewhat in his favor, no matter how many times Connor MacLeod duels and decapitates Wal-Mart Stores, Inc., he will be disappointed each time that he cannot obtain its quickening. Wal-Mart wins by default because a company lives apart from its managers, employees, and stockholders. So apart that these people are the ones who the corporate lawyer actually represents, albeit in the name of the company.

Corporate lawyers can be further divided into in-house counsel and (ahem) out-house attorneys. The big difference here is that in-house counsel is a company employee, whereas a law firm would just perform legal services for a company on a service or need basis. And "need basis" is the word. Whether in-house or out-house, the duties of the corporate lawyer can range anywhere from contracts to criminal defense, from the boardroom to the courtroom, and at all times of the week. "Hey Sal, I know it's two in the morning on April 16, but after reading all those receipts from France, I think I kinda wrote my date of birth European-style. Do you think you can fish my taxes out of the post office and make the change? Thanks." Corporate lawyers have to be outfitted like Swiss Army knives, ready to pull out the Kramer v. Kramer divorce tongs, the Chapter 11 bankruptcy bookmark, or the champagne for mergers and acquisitions.

The bulk of corporate lawyering amounts to spending hours a day brooding over and drafting contracts, micro-analyzing a chessboard of clauses for so long you'll begin to think clauses were named after their founders. There's Choice of Law Charlie, Hell or High Water Hank, and If I Go Down, I'm Taking You With Me Maria (named for her father).

The idea of contract drafting is to get as much as you can for your client in the event of any breach of the contract and get the other parties to agree. Call it good faith front-end pessimism, but on a sunny day in June, the average corporate attorney could dream up more ways to sour a business relationship than a Beanie Baby Eeyore.

Getting the other side to agree to a contract's terms requires wearing a different hat altogether. It might be the noticeable ding in a lawyer's smile that turns on the suspicion, or that she’ll throw in some magic beans as a signing bonus, but lawyers will need a silver tongue for this part. Dinner and a show, gift bags with iPod Touches, partying so hard you get banned from Dave and Busters—all good ways to lubricate the nerves before parting with several millions of dollars. There's also the likely chance you'll have to travel. So many companies conduct business internationally that when you have to meet with partners face-to-face, you'll have to fly anywhere from Singapore to Madrid.

When a corporate lawyer is done making money for her client, it's time to lose it...for tax purposes, that is. Lawyers specializing in tax law are much desired in the corporate field for their all-thumbs experience at careful mismanagement, disorganization, asset oversight, and overall klutziness. Actually, the position is more suitable for those used to exploiting loopholes and were voted "Most Likely to Marry an Integer" in high school. Then again, this is one area of the law where enthusiastic use of White-Out and CIA-grade black highlighters is encouraged.

So is being socially awkward, for once. One of the attractions to corporate lawyering is that you rarely have to speak to a jury, let alone see a courtroom (or the sun). Corporate lawyers are problem solvers and look on petitioning judges and juries for proper resolution as shooting dice with Lo Pan. "Why take a chance when you can control the odds in the four corners of the contract?" they ask.

Occasionally, a corporate lawyer's client may be forced into a lawsuit, to sue or be sued. While there are corporate lawyers who handle litigation, likely this is all they will do for the client company, since it's such an enormous operation. In the meantime, general counsel for a corporation can be depended upon to hold down the fort until Aragorn's legal reinforcements arrive.

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