CORPORATE PRACTICE AND LEGAL COUNSELING.

ABSTRACT

In these modern times, being a lawyer is a profession which, coming from

different walks of life, had one perception towards the lawyers in a legal profession. They are
honorable, respectable, and truly prestigious. However, there is a another class of lawyers, which
people really have a different sense of respect and admiration. In our litigation-prone country, a
corporate lawyer is assiduously referred to as the "abogado de campanilla." He is the "big-time"
lawyer, earning big money and with a clientele composed of the tycoons and magnates of
business and industry. So what is it that people do perceive, Corporate Practice of law is a field
of law, which one can earn big money, and be called a big shot lawyer. Is Lawyering or Practice
of law, can be considered a business, or a profession. In this term paper, the researcher with try
to put a clear line of the dichotomy and to establish why is Corporate practice not a business, but
a profession, in lieu of it that the solicitations and business prerogatives made is a matter of a
relationship of the lawyer, as the lawyer, and the corporation as the client, and within the realm
of legal counseling.

DISCUSSION

It is important first to define, what is legal counseling? According to Blacks'

Law Dictionary, counsel means advice and assistance given by one person to another in regard to
a legal matter, proposed line of conduct, claim or contention. As a matter of fact lawyers are also
legal counsels. Counsellor is an attorney; lawyer; member of the legal profession who gives legal
advice and handles the legal affairs of client, including if necessary appearing on his or her
behalf in civil, criminal or administrative action and proceedings. 1 If a person sought the advice
of a lawyer regarding any legal matters, it shall be considered and fall part on the meaning of
legal counseling. However Legal Counseling is an activity which is covered within the coverage
of Practice of law. In the case of Cayetano vs Monsod, The high Court strictly defined what
Practice of law is, It is defined as, “Practice of law means any activity, in or out of court, which
requires the application of law, legal procedure, knowledge, training and experience. ‘To engage
in the practice of law is to perform those acts which are characteristics of the profession.
Generally, to practice law is to give notice or render any kind of service, which device or service
requires the use in any degree of legal knowledge or skill” 2 Basically all facets of human
activities and within the commerce of men is subject to legal counseling and basically within the
stretch of the long arms of the practice of law.

It is important to take note that any social, economical and political

phenomenon are within the reach of law. It is governed by law, and lawyers are the primary
1
Black’s Law Dictionary 2nd Ed.
2
Cayetano Vs Monsod, G.R. No. 100113, September 3, 1991
frontliners when it comes to addressing adversities, issues, deprivation of right and conflict in
law. For some, Law is a dignified and an honorary profession, but for some, it is merely a money
making mechanism at the expense of other people’s lives. For some lawyers, what matters is the
big fat paycheck that will come to their accounts without utmost disregard for the interest of
justice and social equity. Hence for some Lawyering is a big business and not merely as a
profession. While in theory corporations are forbidden to engage in the practice of the law, no
fair-minded observer can deny that they do so, and that this tendency is increasing, and that the
layman (as distinguished from the lawyer) apparently approves of it.3 There are even an instance
where a corporation attempted to engage in the Practice of law. As Cited in the several issues of
the Business Star, a business daily, herein below quoted are emerging trends in corporate law
practice, a departure from the traditional concept of practice of law. As coined as it is a
revolutionary transformation in in corporate law practice. 4 One cannot avoid the inevitable
question, that at times lawyers are hired to run the business itself, which is the reality that a
lawyer does in the realms of the finance. The question is, is it the lawyer who is actually
practicing law, or is it now the corporation who is now practicing law, being a juridical entity
having a separate identity to its stockholders, officers, and directors. The lawyer’s role is limited
from being the counsel, and now slowly transforming into a stakeholder. So the million dollar
question is, Is Corporate practice, A business or is it a legal profession,?

The practice of law is not a business open to all, but a personal right, limited to a few
persons of good moral character, with special qualifications ascertained and certified after a long
course of study, both general and professional, and a thorough examination. The right to practice
law is in the nature of a franchise from the state conferred only for merit. It is attested by a
certificate of the Supreme Court and is protected by registration. It is not a lawful business
except for members of the bar who have complied with all the conditions required by statute and
the rules of the courts. As these conditions cannot be performed by a corporation, it follows that
the practice of law is not a lawful business for a corporation to engage in. As it cannot practice
law directly, it cannot indirectly by employing competent lawyers to practice for it, as that would
be an evasion which the law.5

Corporations and Finance sectors, plays a vital role in the economy of the country, if
Legal Counseling to Corporations is deemed and declared to be not a practice of law, and merely
a business, the interest of the public will be gravely affected, if corporations are operated without
the guidance of experts in commercial law, corporation law, and finance, not only businesses
will have a greater risk and tendency to fail, hence detrimental to the economy of the state.
Considering Corporate Practice, as a within the scope of legal counseling as well, hence
Corporate practice is not merely a money making business, but is engulfed with public interest to
say the least. As new laws get passed regularly, trying to shape up the economical features of
world of commerce and finance, it is the lawyers who anticipates and makes the necessary
counselling so that firm can adjust to impacts of legislations and regulations of the state towards
3
https://ir.lawnet.fordham.edu/cgi/viewcontent.cgi?
referer=https://www.google.com/&httpsredir=1&article=1084&context=flr, last accessed on, October 4, 2020,
12:03 am
4
Cayetano Vs Monsod, G.R. No. 100113, September 3, 1991
5
https://ir.lawnet.fordham.edu/cgi/viewcontent.cgi?
referer=https://www.google.com/&httpsredir=1&article=1084&context=flr, last accessed on, October 4, 2020,
12:03 am
businesses. 6 Even though, in the case of Ulep vs Legal Clinic Inc., The Court reiterated the large
scope the field of practice of law, and also reiterated that Corporations cannot engage in the
practice of law in the Philippines. 7 The field of Corporate law is no longer, merely a property
right, but it is vested with Public interest. The Corporation, being a juridical entity, is the client,
and him as the lawyer in a legal Counselling mechanism, where generous monetary
consideration is merely incidental in the corporate practice. What is material, is the effects of
corporate practice to the economy, if the lawyer will not respond his oath to his client.

Conclusion.

The field of law encompasses almost all facets of human activity, it is only evi

6
Last accessed, https://business.inquirer.net/275664/philippine-firms-brace-for-impact-of-new-laws, October 4,
2020, 12:32 am
7
Ulep vs Legal Clinic Inc, Bar Matter No. 553 June 17, 1993