Practice of law
"practice of law" means any activity, in or out of court,
which requires the application of law, legal procedure,
knowledge, training and experience. To engage in the
practice of law is to perform acts which are usually
performed by members of the legal profession.
Role of lawyers in Modern business
1. Development and implementation of strategies
for perfecting and protecting the company’s
intellectual property rights.
2. Advice regarding compliance issues in other
substantive legal areas, including tax laws, labor
and employment law, and antitrust and
competition law.
3. Preparation and negotiation of key initial
contracts between the company and its vendors,
customers, employees and consultants.
4. Advising the founders and other proposed senior
managers of the new company on their ongoing
legal duties and responsibilities to current and
former employers.
5. Lawyers may assist in the negotiation of
contracts or acquisitions.
6. Lawyers' primary responsibility is to ensure that
their clients' business transactions are in
compliance with the law.
7. The corporate lawyer must research the law
implicated by that transaction and advise his
client of any negative effects it might create.
8. In addition to their regular duties, corporate
attorneys ensure that their clients' legal decisions
translate to a strong bottom line. For example, a
corporate attorney may consult with a company's
marketing department to understand whether
settling a dispute will affect the market's
perspective of the company and hurt sales that
quarter.
9. Corporate lawyers also act as deal makers.
10. A transactional attorney may focus on real estate
transfers, property management, corporate issues,
or deals and buyouts. A transactional attorney
may work in a large firm where the deals are
complex or may practice in a small town or city
as a general practitioner.
Challenges facing Filipino lawyers from globalization
perspective
1. Lawyers of a more academic bent may want to
explore comparative law and harmonization of
laws, among the many other legal issues that
globalization raises.
2. Another consequence is that it is not enough for a
lawyer to master one legal system.
3. The divergence of laws and legal systems is yet
another barrier to overcome.
Topic 1 syllabus
1. Transactional law: definitions and
concepts
Transactional law – body of law that controls transactions
between individuals, businesses or other entities. The work
of a lawyer in a transactional law practice involves
research, drafting, negotiating, and advising.
Transnational lawyering - Cross border practices - Cross
Border Legal Practice - the general situation in which a
lawyer originally licensed in one jurisdiction, the Home
State, provides legal services to a client in another
jurisdiction, the Host State. This can occur when the lawyer
physically travels to the Host State, or when the lawyer
provides services through other means.
- to include all law which regulates actions or events that
transcend national frontiers. Both public and private
international law are included as are other rules which do
not wholly fit into such standard categories. (Jessup
transnational law 2 )
- it also includes domestic rules for mediating among
national systems.
2. Clients, ethics and regulations
Ethics
The transactional attorney must understand how to interact
with third parties and the scope of the attorney’s duties to
those third parties who may not be clients of the attorney,
or even direct beneficiaries of the deal.53 The ethical
parameters of joint representation, a situation allowed in
transactional practice, must be clearly understood by the
transactional attorney.54 Finally, the transactional attorney
must be aware of the ethical implications of multi-
jurisdictional transactions.
To the extent transactional lawyers, acting as effective
gatekeepers, can play a part in discouraging such
misconduct by managers, the societal consequences would
be substantial. Given the importance of the role
transactional lawyers play in furthering their corporate
clients' conduct, increasing the demands on lawyers as
gatekeepers would accomplish more than elevating the
profession's own standards of behavior; it would also serve
to reduce the level of corporate misconduct itself.
(gatekeepers – restricts lawyers from knowingly assisting
clients into doing certain wrongful acts.)
Entity theory of the corporate client - an organization's
lawyer is to consider her "client" to be the organization
itself. Lawyer representing a corporation, the organization
of our concern here,29 represents the corporate entity itself
and does not, by virtue of her representation of the
corporation, represent any of the constituents of the
corporation such as the directors, officers, employees, or
shareholders. (The Ethical Obligation of Transactional (Explaining the value of
Lawyer to Act as Gatekeepers by Rutheford B. Campbell transactional lawyering Steven L.
Jr.) Schwarez)

e. Private international law

Transactional lawyering: - The part of international law that

deals primarily with the rights and
a. Definition and concepts duties of individuals and
nongovernmental organizations in their
- the practice of bringing people and
international affairs.
companies together through thorough
research of process, due diligence,
documentation and negotiation.

- Transactional lawyers counsel

individuals and organizations on the
legal issues generated by their business
dealings.

Ex.

Draft and negotiate contracts

Transactional practice

- involves researching, preparing and

reviewing the documents that bring
individuals and companies together.
For transactional lawyers, their main
work involves research, drafting,
negotiating and advising.

c. transactional competencies

1. The ability to understand business

associations, advise about business
structures, and draft documents related
to business associations.35

2. The ability to investigate facts and

research the law (with emphasis on due
diligence).

3. The ability to draft and negotiate

contracts.

4. The ability to identify and address

the ethical implications of transactional
practice.

d. how do transactional lawyers add

value to business transactions

1. reduce regulatory costs.

2. Reduce transaction costs

3. Acting as reputational intermediaries

4. Anticipating and counseling about risks

and outcomes