Business and Commercial Law

Business law and commercial law are two areas of legal practice that have so many overlapping issues that most attorneys who practice one will also have expertise in the other. Commercial law focuses on the sale and distribution of goods, as well as financing of certain transactions. Business law focuses on the other aspects of business, including forming a company, mergers and acquisitions, shareholder rights, and property issues such as leasing office or warehouse space. A business that sells products will almost certainly need a lawyer with experience in both of these fields.

Business law is regulated by both state and federal law. The federal government primarily governs stocks and investments, workplace safety and employment laws, and environmental protections. States, however, can add to these federal laws and pass their own laws in other areas, such as imposing licensing requirements for certain professions and establishing rules for forming and running a legal business.

Commercial law is primarily regulated by the Uniform Commercial Code (UCC), which is a model set of laws regarding the sales of goods, leases of good, negotiable instruments, and secured transactions. All states have adopted some form of the UCC, though each state is free to make its own modifications to the laws as it sees fit. Because many states have modified at least some of the UCC provisions to fit their needs, it is important to hire a lawyer familiar with the UCC as it has been enacted in your state.

Terms to Know

• Uniform Commercial Code (UCC) – A uniform law adopt in some form by all states that governs sales of goods and related issues, such as secured transactions and negotiable instruments
• Negotiable Instrument – A document, such as a note or check, that contains an unconditional promise to pay a specified amount of money on demand or at a specified time
• Merger – The absorption of one company by another
• Acquisition – The obtaining of a controlling interest in a company
• Secured Transaction – A transaction intended to create a security interest in personal property or fixtures of a property
• Security - A financial asset, such as a mortgage, provided to make certain that a debt obligation is fulfilled

For more legal definitions, visit the FindLaw Legal Dictionary.

Other Considerations When Hiring a Business and Commercial Lawyer

Each industry faces its own unique business and commercial law issues. An attorney with experience in the type of business that your company conducts will be able to give you more practical advice and help you find a solution to your legal issue that also takes business ethics and industry practices into consideration.

Many business owners and managers only hire an attorney when it is too late for the attorney to be much help. Business owners often try to negotiate sales of goods on their own without known the legal requirements under their state’s version of the UCC. This can lead canceled contracts, lost profits, and even legal penalties if the other party decides to sue. Instead of trying to navigate the law on their own, business owners should consult a commercial law attorney early in the contract negotiation process to ensure that their legal rights are protected.

Related Practice Areas

• Business Organization
• Consumer Law
• Employment Law -- Employer
• Contracts Law
• Securities Law
• Banking and Finance Law
• Real Estate and Real Property Law

If you are facing a business or commercial law issue, contact a business and commercial lawyer immediately to explore your legal options.