It is a beautiful day and the beginning (ish) of a new working week. I thought to share with you what I do as a lawyer…
I had dreams of being a Jessica Pearson as a lawyer. I had read too many John Grishams not to look forward to screaming “Objection, my Lord!” Well fact is, the only times I used those words is when I watch that cute little girl say ‘yum yum” in that Samvita advert.
My life as a lawyer has nothing to do with wigs and gowns. I am the corporate and commercial type of lawyer, the type who has only worn her wig and gown twice so far in her career: on the day of call to bar ceremony and to honour the founding partner of my law firm.
So what are the type of things I do?
I stop people from going to court!
Or ensure my clients win in the event that a contract they enter into becomes the subject of a dispute. So I do this by painstakingly going through the contract provisions to make sure that as much as possible, the terms favour my client. I always think “potential litigation” as I go through every clause because some day, the courts or an arbitrator may be called upon to interpret the contract and decide who is wrong and who is right and you all know my client has to constantly be right, hehe.
So if my client is selling an asset, let’s say his shares in a company, I will be concerned about a number of things which include:
- Who he is contracting with? In legal terms, who are the parties? Parties are those who have rights or obligations under the contract.
- What he is getting out of it: money also known as consideration. When is agreed the date of payment and how?
- When is the contract taking effect: this is very important as many rights or obligations are tied to the commencement date such as the delivery of share certificate, milestone payments, membership rights, and so on are made to take effect within specified periods from the commencement date.
- In the event of a dispute, are we dragging ourselves to court or using arbitration etc.
My duty is therefore to ensure that my clients’ objectives are met and his interests are fully protected. There is always an element of give and take during negotiations but once I ensure that deal breakers are respected, all is well.
I help people understand the law
And explain to them how they can conduct their affairs within the ambits of the law. Sometimes, I get creative as there are always gaps here and there but generally, the aim is to make sure my clients’ moves are unimpeachable in the eye of the law.
I help them approach their regulators to get licences and permits to do their business
So this is called regulatory interface: from DRP for the oil and gas clients to NERC for players in the power sector to NCC for the telecoms guys, we go there!
I help them structure their deals
So they want to do something that is not very conventional, the ask is to make it happen. We sit down and look for structures through which their objectives can be met. For instance, offshore i.e. foreign Venture Capitalists (VCs) including angel investors, incubators or accelerators, early-stage VCs, growth funds do not feel very comfortable investing directly in startups registered in Nigeria and sometimes, expressly require that any investment to be made will only be to an offshore entity. In such circumstances, I advise that they do a share flip, which is a sexy way of describing the following:
The Nigerian company (NaijaCo) will incorporate the offshore entity (YankeeCo) after which the shareholders in NaijaCo will transfer a portion of their shares in NaijaCo to YankeeCo in exchange for shares in YankeeCo. The investment may thereafter be made directly into YankeeCo
Anyway, in summary, I do not use most of what I learned in law school :(. My real law school was on the job and thankfully, I learned from the absolute best!
So that has been a short summary of wetin lawyer dey do sef, at least, my type of lawyer.
Have a great week ahead!