CORPORATE LAW

Corporate law (also "company" or "corporations" law) is the practice or study of how shareholders, directors, employees, creditors, and other stakeholders such as consumers, the community, and the environment interact with one another.

C Corporate Law (corporations law, company law) deals with the formation and operations of corporations and is related to commercial and contract law. A corporation is a legal entity created under the laws of the state it’s incorporated within. State laws, which vary from state to state, regulate the creation, organization and dissolution of their corporations. A corporation creates a legal or “artificial person” or entity that has standing to sue and be sued, enter into contracts, and perform other duties necessary to maintain a business, separate from its stockholders.

Corporations are taxable entities, which shields the individual owners or shareholders from personal liability for the liabilities and debts of the corporation, with some limited exceptions – such as unpaid taxes.

Corporations are often used in tax structuring, as they are taxed at a lower rate than individuals. Until formally dissolved, a corporation has perpetual life; the termination or deaths of officials or stockholders does not alter the corporate structure. States have registration laws requiring corporations that incorporate in other states to request permission to do in-state business.

There are also federal laws relevant to corporations. Corporations in certain industries are subject to federal regulation and licensing, such as communications and public transportation. The Securities Act of 1933, which is federal law, regulates how corporate securities (stocks, bonds, etc.) are issued and sold.

Corporate law professionals are trained in the legal formation of corporations. These attorneys also construct joint ventures, licensing arrangements, mergers, acquisitions, and the countless other transactions entered into by corporations. Other areas of practice include business formations, securities law, venture capital financing, business agreements, internal forms, and business tax consultations.

COMMERCIAL LAW

General commercial law covers virtually every type of dispute that can arise in the business context, including breach of contract cases, partnership/joint venture disputes, class actions, business torts, civil RICO claims, breach of fiduciary duty allegations, and shareholder issues.

S Successful commercial Solicitors need to be able to assess the merits of a dispute and scale either a prosecution or defense that fits the legal and business needs of the client. Efficiency, creativity, and sound judgment are critical for intelligently positioning these disputes, whether they are “bet-the-company” cases or more discrete matters.

In addition, while all cases must be litigated with an eye toward ultimately trying them, Prime Consort Solicitors understand that at all times they must strive to achieve the best possible result at a reasonable cost.

Legal action increasingly occurs in various venues, from state and federal courts to private arbitrations and administrative hearings. Proceedings can involve business-to-business disputes or any number of government agencies. Understanding the motivations and outlook of each of the legal action participants is important for determining weak points to exploit and strong points that will persuade the audience in question. During the past decade, commercial solicitors have seen a dramatic uptick in multidistrict and inter-disciplinary legal action, making the stakes higher, the cases more complex, the parties more numerous and the discovery more complicated and unwieldy. Firms that are able to develop and implement a creative legal approach to each individual problem, efficiently focus on the key legal and factual issues, and master and manage the various aspects of these complex matters will be the busiest in the years to come.

In the current challenging economic climate, commercial solicitors are under increasing client pressure to keep costs in check, which has both sides testing the efficacy of alternative fee arrangements and the scope of reasonable discovery. Whether the “death of the billable hour” is ultimately realized, the keys to a commercial solicitor’s success will continue to be strong client relationships, thought leadership, practical management skills, deep experience, and personal commitment.

P Prime Consort Solicitors understands the peculiar challenges of doing business in Nigeria and are well experienced to navigate the maze of the Nigerian commercial legal system.

TAX ADVISORY

Tax always comes into play in almost every facet of the business. A tax advisor or tax consultant is a person trained in tax law. Some countries require tax advisors to verify the balance sheets of companies above a certain size.

T Tax law? It covers the rules, policies and laws that oversee the tax process, which involves charges on estates, transactions, property, income, licenses and more by the government. Taxation also includes duties on imports from foreign countries and all compulsory levies imposed by the government upon individuals for benefit of the state.

The intricate body of tax law covers payment of taxes to a minimum of four levels of government, either directly or indirectly. Indirect taxes are assessed against products and services that are meant to be consumed, but are paid to an intermediary. For example, when you buy coffee at a local corner store, the retailer charges you tax on your coffee, which he/she subsequently pays to the government. Direct taxes are those you pay directly to the government and are imposed against things like land or real property, personal property, and income.

There is a seemingly endless list of entities that create and enforce tax laws and collect tax revenues. They range from the local government level, such as cities and other municipalities, townships, districts and counties to regional, state and federal levels. They include agencies, transit districts, utility companies, and schools, just to name a few.

The area of tax law is exceedingly complex and in constant flux largely due to two reasons. The first is that the tax code has been used increasingly more often for objectives other than raising revenue, such as meeting political, economic and social agendas. The second reason is the manner in which the tax code is amended.

The administrative instruments currently existing for tax management in Nigeria include:

Prime Consort Solicitors has considerable experience in offering practical and efficient solutions to complex tax matters. We have a diverse client base including financial institutions, multinational corporations and governmental bodies. Our solicitors work closely with clients to create innovative structures and solve complex tax issues arising from transactions, controversies and general business operations. We also have expertise in providing tax advice, tax risk analysis, tax arbitration, tax compliance reviews and providing implementation support.

There is a special trial court which hears disputes between the IRS and taxpayers regarding federal income, estate and gift tax underpayments - the U.S. Tax Court. This federal court is based out of Washington, but its 19 presidentially appointed judges travel to preside over trials in courts located in several designated major cities. The Tax Courts’ decisions may be appealed to the Federal District Court of Appeals and final review is retained by the highest court in the land, the U.S. Supreme Court.

P Prime Consort Solicitors serve many important functions in the complicated arena of tax law. We may represent you throughout the various stages of tax disputes, from an initial audit to FIRS administrative appeals, Tax Court and final review by the Court of Appeals, or even the Supreme Court. They are also invaluable in helping you navigate the intricate and bewildering laws in this area of practice.

PROPERTY LAW

Property law is the area of law that governs the various forms of ownership and tenancy in real property (land as distinct from personal or movable possessions) and in personal property, within the common law legal system. In the civil law system, there is a division between movable and immovable property.

P Property law, principles, policies, and rules by which disputes over property are to be resolved and by which property transactions may be structured. What distinguishes property law from other kinds of law is that property law deals with the relationships between and among members of a society with respect to “things.” The things may be tangible, such as land or a factory or a diamond ring, or they may be intangible, such as stocks and bonds or a bank account. Property law, then, deals with the allocation, use, and transfer of wealth and the objects of wealth.

Property law reflects the economy of the society in which it is found. Since it deals with the control and transfer of wealth between persons and across generations, property law also reflects the family structure of the society in which it is found. Finally, because it deals with such fundamental issues as the economy and the structure of the family, property law also reflects the politics of the society in which it is found.

INTELLECTUAL PROPERTY

Intellectual property (IP) refers to creations of the mind, such as inventions; literary and artistic works; designs; and symbols, names and images used in commerce.

I Intellectual property could be copyrights, patents, trademarks, industrial designs or geographical indications.

IP is protected in law by, for example, patents, copyright and trademarks, which enable people to earn recognition or financial benefit from what they invent or create. By striking the right balance between the interests of innovators and the wider public interest, the IP system aims to foster an environment in which creativity and innovation can flourish.

Intellectual property law deals with the rules for securing and enforcing legal rights to inventions, designs, and artistic works. Just as the law protects ownership of personal property and real estate, so too does it protect the exclusive control of intangible assets. The purpose of these laws is to give an incentive for people to develop creative works that benefit society, by ensuring they can profit from their works without fear of misappropriation by others.

Patents give inventors the right to use their product in the marketplace, or to profit by transferring that right to someone else. Depending on the type of invention, patent rights are valid for up to 20 years. Qualifying items include new machines, technological improvements, and manufactured goods, including the “look” of a product. Patent protection will be denied if an invention is found to be obvious in design, not useful, or morally offensive.

Trademarks protect symbols, names, and slogans used to identify goods and services. The purpose is to avoid confusion, deter misleading advertising, and help consumers distinguish one brand from another. Since the goal is to distinguish, generic or purely descriptive marks may not qualify. Rights can potentially last forever, and they are obtained by simply using a mark. While not required, owners can register their marks for additional protection.

Copyrights apply to writings, music, motion pictures, architecture, and other original intellectual and artistic expressions. Protection is not available for theories or ideas, or anything that has not been captured in a fixed medium. The act of creation itself produces a copyright and unpublished works are still protected. Use of a copyright symbol and date is common, but not mandatory. Most copyrights are valid for the creator’s lifetime, plus 70 years.

I If you have created or obtained the rights to something unique, an intellectual property attorney can help you protect your interests. Conversely, if someone has accused you of infringement, you want legal counsel to help you fight back. Contact an us today to learn more.