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Why You Need A Transactional Lawyer

A transactional lawyer can help a business negotiate contracts, draft and review their terms, develop terms for investor and shareholder agreements, complete due diligence for important business dealings, devise and implement protocols for ensuring regulatory compliance, and much more. The precise scope of what a transactional lawyer in New York State may be able to do for your business will likely depend to some extent on both your stage of business growth and the industry in which your business primarily operates. Schedule a consultation with Schwab & Gasparini to learn more about how our transactional law team may be able to meet your organization’s legal needs. Call us at (914) 304-4353 to reach our offices in Hudson Valley and White Plains, or reach out to our teams in Syracuse or Albany by dialing (315) 422-1333 for Syracuse, (518) 591-4664 for Albany.

What Does a Transactional Lawyer Do?

A transactional lawyer practices in the area of business law. Rather than trying cases in court through business litigation, however, a transactional lawyer typically focuses on assisting clients with non-trial matters. Common examples of work often handled by a transactional lawyer include:

• Drafting and reviewing contracts, licensing agreements, commercial leases, and other documents used in specifying the respective obligations of the parties to a business deal
• Conducting due diligence on behalf of a business considering a major venture, such as a commercial real estate purchase
• Advising on compliance with applicable state and federal regulations
• Representing the business in negotiations for new contracts, joint ventures, or other endeavors aimed at securing mutually beneficial business arrangements (often, but not always, the same transactional lawyer may handle both negotiating a contract and reviewing contract terms; in other situations, different lawyers with the same business law firm may handle separate aspects of the process)

Many transactional lawyers also provide support for establishing corporate governance documents, drafting terms for shareholder and investor agreements, or business formation advising for partnership and other business structures. Before establishing a representation agreement with a transactional lawyer, you may find it helpful to discuss with them your business model and the needs you foresee your business having, so that you and they can assess together whether the relationship is likely to be a comfortable fit.

Compliance

Some transactional lawyers may base more of their practice on compliance advising than others. If you anticipate that regulatory compliance may be an area in which your business will benefit from periodic advice and guidance, then you may want to ask any transactional lawyer with whom you are considering working about the breadth of their experience in handling compliance matters. The type of compliance involved may also be an important question to address, as some industries are subject to highly specific regulatory requirements that may or may not fall within an individual attorney’s experience.

Areas of regulatory compliance that can generally be expected to apply to a broad array of business throughout New York State include:

• Wage and hour issues
• Spread of hours requirements
• Child labor laws

Other regulations may vary widely from one industry to another: Agriculture, manufacturing, and hospitality, for example, are all subject to a number of industry-specific regulatory guidelines. In some cases, as well, “standard,” or broadly applicable regulatory requirements for such matters as child labor and wage and hour rules, may be subject to certain per-industry adjustments and exceptions. Exceptions to the general restrictions on child labor, in particular, may also apply to some family-owned businesses, especially during the summer months and in New York State’s robust agricultural sector. Speaking in detail with an attorney from Schwab & Gasparini may help you to pinpoint your organization’s immediate and ongoing compliance needs.

Contract Negotiations

Many business endeavors have at their center a contract between two entities. Contracts are in many respects the building blocks of enterprise: the legally binding agreements in which each side establishes what it agrees to do, when, for how long, and in exchange for what consideration. In most cases, crucially, these documents also spell out the conditions under which the agreement will no longer be valid and binding. Drafting the terms of these contracts so that all involved have a clear, written record to which they can refer as needed - whether for a simple refresher of memory or in case of a dispute. However, any written contract will likely be the result of several rounds of negotiations, as each business strives to advance its own interests.

Such advancement need not always come at the expense of the other party to the negotiations. In an ideal contract scenario, both sides to a business deal are able to benefit, in roughly equal proportions. However, often the negotiation period will come with some degree of back-and-forth, offers and counteroffers, as the decision-makers on each side consider what concessions they can afford to make, what incentives they might be able to offer to increase the attractiveness of their offer without undermining their own benefit from the transaction, and what they can fairly and reasonably ask of the other party in return. According to a guide provided by Georgetown Law School to individuals evaluating their options for practice areas, transactional lawyers often play a critical, in many cases even a leading, role in these negotiations, not least because it is very common for negotiation conferences to be staggered with contract drafts that present the terms proposed by one side or the other. Having the advice and support of a transactional lawyer at the negotiating table can prove invaluable in identifying both potential problem areas and possible avenues for cooperation as your business moves closer to finalizing a deal.

Drafting and Reviewing Contract Terms

Negotiations and contract drafting - much of which is often contract revision - go hand-in-hand. Generally speaking, even a barebones agreement early in the negotiation process will benefit from a contract outline; depending on the circumstances, a memorandum of understanding may also be expected. As negotiations continue, the broad outline of the contract may go through several different revisions, with adjustments made as the terms begin to be filled in; it is very typical for each side to take the other’s most recent offer as a starting point and send back an updated draft that highlights proposed revisions. Whether your business places a transactional lawyer in a leading role at the negotiating table or not, you will likely wish to have one of these attorneys review each version of a contract under negotiation and offer the benefit of their legal perspective regarding the advantages and disadvantages of the terms presented, as well as guidance regarding legally enforceable language in the contract terms - a potentially critical point if there is ever a dispute regarding either party’s fulfillment of its contractual obligations.

Business Formation and Corporate Governance

The need your business has for corporate governance documents will of course depend on whether the business itself is organized as a corporation. Other than sole proprietorships, however, most businesses can benefit from the advice and assistance of a transactional lawyer in developing the documents that specify the parameters of the relationships between the partners, the members of the company, or the shareholders in the corporation, as the case may be. A transactional lawyer may be able to assist you in preparing and filing the appropriate forms needed to register your business with the New York Department of State. Attorneys working in transactional law will also commonly help guide businesses through a restructuring process, whether it is occasioned by an expansion, the departure of formerly integral members of the organization’s core team, a company leader’s business succession plan, or a simple realization that a different business structure may make more sense for the type and scope of activities the organization is currently managing.

Speak With a Transactional Lawyer in New York State

A transactional lawyer can play an important role as not only a legal strategist but a practical problem-solver for businesses of all sizes. While these attorneys typically do focus on the legal aspects of an organization’s dealings, the reality is that transactional law by its nature intersects with employment law, industry regulations, and multiple practical matters that can determine whether any particular transaction makes sense for that business. A transactional lawyer familiar with your organization’s needs and business strategy may be in a position to help you evaluate potential transactions at the point where they intersect with legal considerations, and offer tailored guidance when questions with potential legal implications arise. To learn more, schedule a consultation with a transactional lawyer at Schwab & Gasparini. We are happy to hear from you at any of New York State offices. Reach us at (315) 422-1333 in Syracuse, (518) 591-4664 in the Albany area, or at (914) 304-4353 in both Hudson Valley and White Plains.

Mon Jun 9 2025, 12:00am