What Is The Difference Between Corporate Law And Commercial Law?

Paddle & Cocks LLP Solicitors • 5 January 2023

For many, commercial law and corporate law might seem to suggest the same legal field. However, commercial and corporate law are each differing fields of national and international business law. If you’re interested in seeking corporate or commercial litigation services, it is vital to know the differences between both branches of law. Read on to find out what these differences are, why they matter, and how this can affect your legal needs from a commercial law firm or solicitor.



What Is Corporate Law?

Corporate law pertains to the structuring of companies; their formation, management, and organisation on a day-to-day basis. It is a branch of international business law that deals with corporate governance, ensuring a business complies with the various rules and regulations imposed on it. It also covers the rights and obligations of the individuals involved in establishing, financing, and running their businesses.


Corporate law governs the formation, management and operation of a company, as well as the business conduct that should enable it to continue to operate within the most recent set of rules and regulations. Partnerships, public and private companies, and even start-ups should be advised on corporate law and the legal rights, duties, and obligations that it covers.


40% of all global corporate arbitrations use English corporate law as the main body of law. As companies become more globalised, this makes a corporate law firm with international services necessary for the optimum operation of a business.


Corporate Law History

Corporate law was developed in tandem with the rise of modern companies. A version of corporate law existed in the 16th century, as Royal charters were granted to merchant adventurers in Europe, most notably England. Royal charters were direct prerogatives from the King that granted special privileges to the trading company, allowing them to expand and form monopolies.


However, it wasn’t until the Joint Stock Companies Act of 1844 that modern companies formed by registration began to exist. The later Joint Stock Companies Act of 1856 act codified further legislation on companies, and this gave way to the railway boom which resulted in huge successes for many businesses.


Corporate law evolved further after the decision of the House of Lords in Salomon v. Salomon & Co, which defined, in law, the separate legal personality of the company and the fact that the liabilities of the company were separate from those of its owners.


What Is Commercial Law?

Commercial law is different from corporate law - it is the branch of law that regulates and governs commercial transactions such as contracts, insurance, imports, exports, and banking. A commercial law firm might advise on product and initiative proposals, warranties, leases, transport contracts, and so on.


A commercial law firm might also be consulted to protect the company from other competitors and to make sure that the company does not act in a way that violates competition laws. Rather than trying to navigate the law on their own, it is a good idea for entrepreneurs to consult a commercial law firm to ensure all legal rights are protected.


1979’s Sale of Goods Act is the primary foundation for the rules governing commercial litigation. However, depending on the case in question, other laws have to be considered. Because of this, it is vital to have commercial litigation that is aware of all the latest developments of these laws and regulations.


Commercial Law History

In the late Middle Ages, Italy was the centre of what we now know as the basis of commercial law, advanced via the trade of Italian maritime republics. In 1553, jurist Benvenuto Stracca published the treatise De mercatura seu mercatore tractats which was one of the first legal imprints dealing specifically with commercial law.


This treatise focused on merchant contracts, practices, and maritime rights, to which he soon added extensive discussions of bankruptcy, commissions, third-party transfers, and insurance. Stracca is thus considered the forefather of commercial law and the creator of the first Italian treaty on the insurance contract. This legal work influenced other European nations with maritime links, including England.


What Do Corporate Legal Services Involve?

Corporate law services from an international business law firm might be sought if you’re buying into a new business or restructuring an initial investment to accommodate new funding, as well as if you require legal advice on matters such as investment opportunities and shareholder relations. A good corporate solicitor, such as Paddle & Cocks LLP Solicitors, will provide expert advice on the following:


●     All facets of business sales and purchases; warranties, indemnities, disclosure, and transaction documents.

●     Shareholder and partnership agreements that help the business grow in strength, sewing in a culture of stability that avoids future conflicts arising.

●     Security solutions where purchasing is made by way of deferred payment over a period of time. This might be through unsecured personal guarantees, legal charges over property, debentures, or the issue of loan notes.

●     Articles of Association, drafting of minutes and resolutions, whilst also keeping your company’s statutory registers.

 

It helps if the corporate solicitors are pragmatic and business-minded in order to properly understand how legal service affects a business and the necessary structural requirements to make a commercial venture successful.

 

Excellent corporate law solutions can also be tailored to suit the requirements of you and your business, with careful calculation of the costs and risks in an effort to make an ultimately informed, beneficial decision.


What Do Commercial Legal Services Involve?

Commercial legal services can help with contractual, company and partnership disputes, financial disputes, shareholder disputes, property litigation, professional negligence, insolvency litigation, warranty claims, injunctive relief, a dispute over assets, and more.


A commercial litigation service can certify that a contract is completed to the highest standard, with an expert legal team bearing in mind changes in legislation and the interests of your commercial project. Without a commercial solicitor, contracts or other business agreements and arrangements can be ambiguous and inconsistent, potentially leading to disputes and legal issues.


A commercial law firm and commercial litigation service such as Paddle & Cocks LLP Solicitors can advise on all essential terms and conditions required for a business. These include


●     Terms and Conditions of Sale or Purchase

●     Terms of Website Use

●     Privacy Notices

●     Data protection

●     Supply of Service Agreements

●     Master/Framework Agreements

●     Intellectual Property Licences including Trademark and Patent Licences

●     Web/App/Software Development Agreements

●     Consultancy Agreements

●     All types of bespoke commercial agreements


Without a contact, a dispute may be left for a court to decide the outcome of, a major risk for businesses, as this might fail to take into consideration what would have otherwise been stated in a written agreement.


What To Look For In A Corporate or Commercial Solicitor

If you need corporate law services or commercial litigation for an international business law matter, it can be hard to know what to look for in a commercial solicitor. There are some characteristics that suggest a suitable commercial law firm for your legal needs:


●     Adaptability. Having a commercial law firm that can make their services tailor-made to your case will ensure that they have a complete understanding of the matter at hand. This malleability in commercial litigation might mean that, for example, a commercial law firm specialising in international business law might also be able to act as, say, an employment solicitor also.

●     Experience. Experience is an essential tool for commercial litigation and corporate law. A commercial law firm that has the knowledge through experience will have a better understanding of the legal process that you’re undertaking.

●     Pragmaticism. Having a quick and pragmatic commercial law firm can help with corporate law, which needs both a clear-headed business mindset and a composed approach to complex matters.


How Can A Solicitor Help Me?

Even if you think that you don’t require corporate law or commercial litigation services, a solicitor can help provide expert advice and knowledge for an array of legal matters. At Paddle & Cocks LLP Solicitors, beyond corporate and commercial law, we are able to deal with international business law, as well as commercial litigation services such as real estate, insolvency & restructuring and employment law.


So, if you’re looking for employment solicitors as well as corporate lawyers or commercial litigation services, Paddle & Cocks can help. We carry out our work across ranging commercial sectors, including hospitality, agriculture, finance, property development, technology, and media amongst others.


At Paddle & Cocks LLP, we have a team of highly knowledgeable and extensively experienced commercial and employment solicitors who can provide advice on a wide range of legal matters. We can adapt our services to suit your case in a bespoke and pragmatically-minded manner, that prioritises the needs of you and your business.


Based in Truro, London and Birmingham, don’t hesitate to get in touch and find out more. Call us at 0203 7456535 or email law@paddleandcocks.co.uk.

How the New Employment Rights Bill will Strengthen The Employees Employment Protections.

by Harjit Gill • 11 December 2024
How the New Employment Rights Bill will Strengthen the Employees Employment Protections. By Harjit Gill The upcoming Employment Rights Bill proposes significant changes to the protections employees enjoy in the workplace. If the individual is an employee, understanding how this new Bill will affect an employee’s rights is essential. This article focuses on the key changes relating to unfair dismissal. Key Changes in the New Bill Day-One Protection Against Unfair Dismissal Under the current rules, employees must work for an employer for two years before they can claim unfair dismissal, unless it relates to pregnancy, whistleblowing or trade union membership. This means that if the employer dismisses the employee in the first two years, the employee will have limited recourse to challenge that decision. The two-year qualifying period for unfair dismissal claims will be abolished, and the employee will have the right to challenge an unfair dismissal from the first day of their employment. This change will provide the employee with greater job security and protection, ensuring that employers cannot dismiss the employee arbitrarily during their early employment. New Statutory Probation Period Along with the introduction of day-one protection, the Bill proposes a statutory probationary period of nine months. During this probationary period, employers will have to follow a simplified process for dismissal if they feel that the employee is not the right fit for the role. The government are yet to detail what this process involves but it will definitely be subject to the rules of fairness. After the nine-month probationary period, full protections against unfair dismissal will apply and employers will be required to follow a more rigorous and fair process to dismiss their employees. Right to Written Reasons for Dismissal Currently, the employee must have worked for an employer for two years to request written reasons for the employee’s dismissal. Under the new Bill, this will change. The employee will be able to request written reasons for your dismissal after the nine-month probation period. This ensures that if the employee is dismissed after this period, the employer must provide a clear and written explanation, giving the employee transparency and the ability to assess whether the dismissal was fair. Impact on Your Job Security These changes will significantly improve the employee’s job security, particularly in the early months of employment. Previously, many employees had limited rights during their first two years on the job. Employers could dismiss employees without the need to provide reasons or follow formal procedures unless the employee’s dismissal fell under “automatically unfair” reasons like discrimination or whistleblowing. With day-one protection, employees will have immediate access to employment rights that ensure their employer must act fairly if they choose to dismiss the employee. This change will particularly benefit the 9 million workers in the UK who have been with their employer for less than two years. While these changes offer employees stronger protections, it’s important to understand that employers will still have flexibility and can insert a longer probationary period than what is proposed in the employees’ contract, especially for more complex roles. However, once the statutory nine-month probationary period is complete, the employee will be fully protected by unfair dismissal laws. This means that any dismissal must follow standard procedures and be based on legitimate reasons, such as performance issues or misconduct. When Will These Changes Happen? The reforms in the Employment Rights Bill are expected to take effect no sooner than autumn 2026. This gives employees time to prepare for these changes, while also giving employers time to adjust their policies. However, it’s essential to be aware of these changes now, so employees understand the rights they will have when the Bill becomes law. Conclusion The Employment Rights Bill is set to transform the protections employees enjoy, particularly regarding unfair dismissal. From day-one protection to the introduction of a statutory probation period, their rights as an employee will be strengthened, offering greater security, in the employees first year on the job, helping to create a fairer and more balanced workplace for all. If you require any further information or legal advice on any of the points raised, please contact Harjit Gill on harjit.gill@paddleandcocks.co.uk or telephone 0333 344 9429 quoting HG. *The above highlights some of the changes the Bill is intended to bring about and is not intended to provide legal advice which should be relied on.

Renters’ Rights Bill 2024

by Justine Benbough • 4 December 2024
Renters’ Rights Bill 2024 – A brief overview of proposed changes By Justine Benbough What is it? Proposes changes to the UK rental market Likely to come into force Spring 2025 Current ASTs likely to become periodic assured tenancies overnight Key Changes Abolishes fixed term assured shorthold tenancy Replaces this with a periodic assured tenancy Abolishes non fault evictions (the old Section 21 procedure) Requires landlords to prove grounds for eviction under Section 8 Section 8 Grounds for Possession Makes changes to existing grounds Introduces new grounds Introduces longer notice periods No longer accelerated ‘paper’ procedure In person possession hearings only Rent Arrears (Ground 8) Remains a mandatory ground but now tenants must be at least 3 months (13 weeks) in arrears (no longer 2 months/8 weeks) Landlord to give 4 weeks’ notice (no longer 14 days) Student Accommodation Applies to full time students living in an HMO Possession can be obtained under Ground 4A Require landlords to serve prior notice of intention to relet to students at start of new academic year Section 8 notice to end tenancy must give 4 months’ notice to expire within the holiday period (1st June and 30th September) Pets & Discrimination Cannot be a barrier to renting Landlord cannot unreasonably refuse Rent Reform Introduces a bar on rent bidding Rent review clauses no longer apply Introduces rent increase mechanism and procedure for challenging Landlords’ Duties To provide tenants with written statement of terms and certain information Non-compliance with landlord’s duties and rules on service of notices can lead to financial penalties Expands Awaab’s Law to private sector Local Authority Powers Increased by enforcing civil penalties for landlord’s failing to comply with the regulations Landlord Redress Scheme Landlord required to register with scheme Deals with tenant complaints If you require any further information or legal advice on any of the points raised, please contact Justine Benbough on justine.benbough @paddleandcocks.co.uk or telephone 0333 344 9429 quoting JEB. *The above highlights some the changes the Bill is intended to bring about in bullet point form only and is not intended to provide legal advice which should be relied on

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