What Do Commercial Lawyers Do – A Simple Guide

Many candidates seek to pursue a career as a commercial lawyer without knowing much about what commercial lawyers do (I know I didn’t for some time!).

Having spoken to 100s of candidates about this, it seems that it’s difficult for them to understand because it’s a hard thing to explain.

There are numerous articles on the web that aim to do so, but most fall short of the mark.

It’s even hard for me to provide one clear explanation, and I worked as a commercial lawyer for 10 years!

In this post, I’m going to look at why seeking to define what commercial lawyers do is tricky. I’ll then outline how to develop your understanding in a more methodical and effective way by drilling down into the different types of work commercial lawyers do. 

Ok, so why is it so hard?

Why it’s hard to understand what commercial lawyers do

What people mean when they say “commercial lawyer” is so broad that for any definition to work, it has to be high-level and generic.

For example, we might define what commercial lawyers do like this:

“Commercial lawyers advise and help business clients on matters relating to their businesses.” 

It’s better than nothing, and it’s a start, but it also gives us very little depth of understanding.

The reason it’s hard to nail one definition is that the range of work commercial lawyers do is huge.

When training contract candidates seek to understand what a commercial lawyer does, they are met with a bunch of general articles. These are often written by generalist content writers with little background in law or by people in law but who write about this in the same high-level way – for example, focusing on obvious generic skills such as communication skills and teamwork.

The result is that so much of the information is generic and, even more concerning, some of it is plain wrong.

So, what’s a better way to develop your understanding?

An alternative way to develop a deeper understanding of what commercial lawyers do

Even though I practised as a commercial lawyer for 10 years and have been coaching commercial lawyers for the best part of 20 years, I don’t feel it’s helpful (or even possible) to give you one all-encompassing definition of what commercial lawyers do.

I recommend that your starting point should be to accept that the term “commercial lawyer” is way too broad.

Instead, I recommend that you look at different types of commercial lawyers. This will help you to understand some of the key things they do and the main differences and similarities between them.

As you learn about the different types of commercial lawyers, you should then direct your deeper research towards those that most interest you. This is when you start to get a more detailed understanding of what a commercial lawyer of that specific type does.

So, the better starting point to truly understand what commercial lawyers do is to accept that they aren’t all the same.

A good analogy for this is to consider the question: What do professional sportspeople do?

The definition at this general level would likely include generic things like:

• They all play sports for a living.
• They compete against others in sporting competitions.
• They train and practice for much of their work and also compete in tournaments and other competitions (sometimes in leagues, sometimes in knockout-style tournaments).

As you can see, it’s very high-level.

Now, under that high-level umbrella description of “sportspeople”, there’s a huge amount of difference:

• Some will compete as part of a team.
• Some will compete on their own.
• Some will be incredibly physical and require fitness, stamina or strength to differing degrees – compare a marathon runner to a darts player to a netball player.

Sportspeople can be so different in what they do that they could almost be from different planets.

I want you to keep this in mind with regard to commercial lawyers.

Whenever you read or hear anything that seeks to describe what a commercial lawyer does, ask yourself: ok, but what would this type of commercial lawyer do that sets their work apart from other commercial lawyers?

The better question to ask is “what do commercial lawyers of this type do?” rather than “what do commercial lawyers do?”.

Understand the different types of commercial lawyers

So, I’m going to use some different lenses to narrow the focus on the main types of commercial lawyers.

This will help you understand these differences, but also get critical insights into the different roles commercial lawyers play in the work they do for their clients.

Let’s dive in and explore these lenses.

Lens #1 – Contentious vs Non-Contentious

Whilst this might seem obvious, understanding that different commercial lawyers do contentious or non-contentious work is a good way to refine your learning.

Many lawyers will focus pretty much exclusively on one or the other – for example, arbitration lawyers (contentious) and M&A lawyers (non-contentious). However, some lawyers will do a mix of both – for example, many employment lawyers.

You may decide you’re interested in both at this stage, so you can look for firms that will allow you to train in both. Similarly, you might choose to avoid transaction-focused firms, which have limited opportunities to do contentious work.

Let’s look more closely at the contentious work commercial lawyers do.

Lens #2 – Contentious

When we say contentious work, we tend to mean anything that relates to a dispute of some sort, typically:

• Litigation (civil or criminal)
• Arbitration
• Mediation

And the nature of the disputes that different commercial lawyers might work on will vary. They could relate to:

• Disputes between two companies – for example, a supplier suing a business customer for non-payment, or the business customer suing the supplier for late delivery or faulty goods.
• Disputes between a business and a member of the public – for example, a customer suing a business for failing to deliver services with reasonable care and skill, or a group of people in a class action.
• Regulatory matters against a business – for example, a competition law investigation or a doping case in sport.

Contentious matters often stretch over longer periods of time than transactional and other commercial matters.

Disputes work has core elements of formulating and challenging arguments, often involving large amounts of evidence. Additionally, a great deal of disputes work involves knowing and advising on the relevant processes and procedures.

Lens #3 – Non-Contentious

The term non-contentious isn’t used that much, as it really just describes a vast segment of commercial lawyers who don’t do contentious work.

Non-contentious work is often more specifically categorised into advisory and transactional work. However, even these categories aren’t set in stone or always clear.

I tend to think about non-contentious commercial lawyers in 4 loose categories and accept there will be overlap between them:

1. Transactional
2. Advisory
3. General commercial
4. Banking and finance

Transactional Lawyers

When you consider that a transaction is defined as “an instance of buying and selling something”, much of the work commercial lawyers do relates to a transaction of some kind.

However, transactional lawyers are more commonly seen as lawyers working on larger corporate transactions like M&A, private equity deals and stock market listings.

On many transactions, there will also often be a finance element, but I put the lawyers who do this sort of work in their own category.

Advisory Lawyers

Whilst every commercial lawyer will give advice, advisory lawyers are commonly seen as those who advise business clients around their legal and regulatory rights and obligations. 

For example, advising on complying with data protection laws or in relation to competition law issues.

General Commercial Lawyers

This is a broad category that encompasses lawyers who spend much of their time supporting clients with their commercial business operations.

This work typically centres around advising on, drafting and negotiating commercial contracts for the supply of products or services, or some other agreement.

Banking & Finance Lawyers

Whilst many will see banking and finance lawyers as transactional and/or advisory lawyers, I think it’s helpful to ring fence them into their own category.

Within this category, there are a number of relatively easy-to-define sub-categories, including:

• Bank lending
• Acquisition finance
• Venture capital
• Asset finance
• Funds
• Project finance
• Large infrastructure finance
• Real estate finance
• Debt and equity capital markets
• Restructuring and insolvency

Much of this work often sits alongside larger transactions, such as M&A or high-cost projects or purchases.

For more on this, see What Do Finance Lawyers Do – A Simple Guide

Lens #4 – Corporate lawyers versus commercial lawyers

I’ve touched on the differences between transactional corporate lawyers and general commercial lawyers above.

However, what many candidates don’t realise for some time is why some lawyers are referred to as “corporate lawyers” and some as “commercial lawyers”.

You need to know this.

A big part of the confusion is that the terms are often used interchangeably for the same type of lawyer. And in the US they often use the term “corporate lawyer” to mean what we would more generally term “commercial lawyer” in the UK.

However, using each term to categorise different types of lawyers can be very helpful.

So, let’s give it a go.

• Commercial lawyers – can be used as an umbrella term for lawyers who act for business clients. So, corporate lawyers can also be called commercial lawyers.
• Corporate lawyers – are those lawyers who work on corporate-level matters. So, commercial lawyers can’t really be called corporate lawyers.

In simple terms, it’s best to think of “corporate lawyers” are a distinct sub-category of commercial lawyers. And to think of “commercial lawyers” as those who work in commercial practice areas, other than corporate.

Let’s look at another way to define and distinguish corporate lawyers and other commercial lawyers.

Corporate lawyers

The work relates to business activities which relate to the company structure as opposed to the day-to-day business operations. So, it often relates to a key stage in the lifecycle of a company where the company may change its company structure in some way – work might include:

• Acquiring another company, or being acquired or merging.
• Entering into a JV agreement via a JV company that becomes part of the company group.
• Changing its company structure via a restructuring.
• Selling shares to raise money, thus changing the ownership structure of the company or group.

Corporate lawyers may work in broad or narrow practice areas relevant to this company activity, for example, M&A, capital markets, private equity or restructuring.

For more on this, see What Do Corporate Lawyers Do – A Simple Guide

Commercial lawyers

Commercial (non-corporate) lawyers support businesses with their business operations, which might include:

• Day-to-day buying and selling.
• Protecting the business’s products (such as registering and enforcing IP rights)
• Larger strategic commercial operations (such as a full company rebrand or opening new retail outlets).

Commercial lawyers may work in a broad commercial law practice area (typically at smaller firms). Or they might work in more specific commercial practice areas that support specific parts of the business operations, such as IP, employment, real estate, and data protection.

The range of work commercial lawyers do is vast and spans many different practice areas, business sectors and countries.

If all of this confusion around terms being used interchangeably isn’t enough, there’s one more confusion around all of this – and it’s what people usually mean when they refer to “commercial law firms”.

Commercial law firms

As we’ve seen, corporate lawyers can technically be classed as commercial lawyers and are sometimes referred to as such.

Typically, people will also call any firm that does corporate and/or commercial work a “commercial law firm”. You will also hear them called “corporate law firms”, but generally it’s accepted that “commercial law firm” describes all firms doing commercial and corporate work.

And you will see this echoed in applications for large City firms, which do a lot of corporate work, as they often ask a question like: Why do you want to become a commercial lawyer?

Now, let’s look beyond corporate and commercial work at specific practice areas and sectors.

Lens #5 – Practice area or sector focus

As I’ve touched upon already, you can also categorise different types of commercial lawyers by the practice area or industry sector they specialise in.

Some firms and lawyers have a practice area focus (for example, employment lawyers), and others have a sector focus (for example, tech sector lawyers).

Practice areas are traditionally seen as areas of law around which lawyers provide related legal services.

A sector focus is where lawyers’ work is more related to the sector or industry their clients operate in. In reality, this will have some kind of practice area focus, too.

To add more confusion to any attempts to neatly categorise commercial lawyers, some categories can mean both a practice area and a sector – for example, shipping and real estate.

Using this lens, you will also see that there’s variety in how firms and lawyers term themselves and their work:

• Some call their practice areas things like “services”, “specialisms” or “expertise”.
• Some call sectors “industries”.
• Some categorise the lawyers, not just the work they do – for example, sports lawyers, tech lawyers and real estate lawyers.

And to throw even more mud in the water, some practice area names aren’t even specific areas of law. For example, “sports law” isn’t really a thing – it’s a mix of other laws and regulations that relate to sport.

And in some firms, practice areas and a sector focus might sit together. For example, this is what a CMS energy partner said (on the Target Jobs website):

“Oil and gas law is…not a separate legal system but a mixture of different areas of law applied to a specific industry. You may find yourself involved in mergers and acquisitions (M&A) or assisting with large gas and oil infrastructure projects, working on contracts.”

So, always look closely at what the firms/lawyers say they do around the areas of law and sectors they work in to build up the real picture.

How to gain a deeper understanding of specific types of commercial lawyers

Having broken down the main types of commercial lawyers and their work, it’s important now to think about how you can build on that foundation with deeper research and real-world insight.

Even with the specific lenses set out above, you will need to do your own self-directed research to gain a deeper understanding of specific types of commercial lawyers.

The starting point is to narrow your focus and be led by your interest and curiosity. The goal isn’t to seek to understand what ALL commercial lawyers do. It’s to understand what specific types of commercial lawyers do.

The natural by-product of going narrower in your focus is that you’ll identify the similarities between different types of commercial lawyers anyway.

By gaining this deeper understanding, you’ll be able to make more informed decisions about the type of lawyer you’d like to become. This will, in turn, influence your firm selection and will give you a much better chance of convincing a firm why you want to train with them.

This is usually a game-changer for candidates, in my experience.

So, here are some of the main ways I recommend to develop this deeper understanding of what specific types of commercial lawyers do:

• Legal work experience (including voluntary work at places like charities and law clinics)
• Forage virtual internships
• Read lawyer profiles (on websites such as Chambers Student and Lawcareers.net)
• Listen to podcasts, watch videos and attend webinars about specialisms (for example, Legal Cheek webinars)
• The legal press (The Lawyer; Law Society Gazette).
• Legal directories (look at practice area categories on Chambers & Partners and Legal 500).
• Speak to lawyers and trainees about the work they do.

You don’t need to become an expert, but you do need to go beyond the generic definitions of commercial lawyers and the skills they have.

Do this and you will stand out from the crowd

So, now you know that seeking one definition of what a commercial lawyer does is not the best way to go about this.

Narrow your focus, go deeper in your research, and your understanding will soon develop.

This is the platform for impressing grad recruiters with your understanding and convincing them why you’re interested in the specific areas their firm specialises in.

And this is what will make you stand out from the crowd!