The main manifestations and impacts of corporate legal risks.
In the long-term corporate legal practice, when I first met some entrepreneurs, I often heard them say that our company currently has nothing. litigation. We will invite you when we go to court. In their minds, lawyers are litigators. If a company does not have a lawsuit, it does not need lawyers or legal intervention. At the same time, a considerable number of lawyers are also sending messages to operators, "see me if you have any questions." Entrepreneurs and lawyers lack awareness of legal risk prevention and control. This kind of neglect and indifference to the prevention and control of corporate legal risks is one of the important factors restricting the healthy development of enterprises, and is also one of the direct causes of the "death" of a large number of enterprises.
Enterprise legal risks are mainly reflected in the following six aspects:
1. Legal risks in enterprise establishment and operation
In the process of enterprise establishment, the enterprise initiates Whether a person has fully designed the enterprise to be established, whether he has fully understood and planned the establishment process of the enterprise, whether he has fully fulfilled his obligations to establish the enterprise, and whether the promoter himself has the corresponding legal qualifications, is directly related to whether the enterprise to be established can be successful. A legal, standardized and good establishment process. It can be said that a professional legal plan design and standardized business establishment process are half the success of an enterprise. What if there are legal flaws at the beginning of the company's establishment? This will inevitably create far-reaching legal risks for the company in its future operations. Although such legal flaws in the process of enterprise establishment may not necessarily trigger legal risks in the short term, as long as they are not eliminated, they will inevitably exist as legal risks for a long time. Once it happens, it is likely to be a fatal blow to the enterprise.
Whether the company's equity structure is reasonable, whether the corporate governance structure is complete, whether the supervision and restriction mechanism is sound, how to check and balance the power among senior executives, etc. , if these problems are not well solved during the operation of the enterprise, they are likely to "cause trouble", and internal disputes and controls will directly affect the healthy development of the enterprise.
2. Legal Risks in the Formation and Performance of Contracts
Contracts are the most common basic legal form used by various enterprises in the market economy when they engage in business activities. It can be said that contracts run through the entire process of enterprise management. As long as there are business activities, contracts will inevitably occur. When entering into a contract, both parties consider the benefits of the contract more than the risks of the contract. While a contract avoids uncertainty in transaction behavior, it may also create legal risks for the parties due to flaws in the contract. All businesses benefit from ongoing transactions with various entities. The wide application of contracts in corporate management determines the ubiquity of legal risks in the conclusion and performance of contracts. In recent years, with the enhancement of people's legal awareness, many companies have attached great importance to the conclusion of contracts. During the offer and acceptance process, lawyers are invited to participate and draft the contract text.
But for many business contracts, signing a good contract text is only a good start, and the performance of the contract is the truly important link. Letters and memorandums between parties during the performance of a contract? Meeting minutes, faxes, electronic data, etc. They are all valuable evidence and should be organized and preserved. Compared with the legal risks in the contract text, the legal risks in the performance of the contract are more diverse and wider in scope, and are more difficult to manage and prevent.
3. Legal risks of corporate mergers and acquisitions
Globally, corporate mergers and acquisitions have gradually become the mainstream form of modern investment. This complex asset operation behavior must be subject to perfect legal control. Only in this way can the positive effects of corporate mergers and acquisitions be fully exerted. At present, my country's laws and regulations on corporate mergers and acquisitions are not perfect and systematic, and even have many problems and defects in some aspects. Therefore, the legal risks arising from corporate mergers and acquisitions have certain particularities.
From the perspective of legal risks, the acquisition of an enterprise does not change the asset status of the original enterprise. For the acquirer, the legal risks have not changed. Therefore, the legal risks of corporate mergers and acquisitions are mainly reflected in corporate mergers and acquisitions. Business mergers involve corporate law, anti-unfair competition law, tax law, intellectual property law and other laws and regulations. The operation is complex, the social impact is large, and the potential legal risks are high.
Four.
Legal Risks of Intellectual Property
Currently, many enterprises in my country do not have strong awareness of intellectual property protection, and do not realize the market value and economic value of intellectual property from the fundamental perspective of enterprise survival and development. Intellectual property rights include trademark rights, patent rights, copyrights and other rights. They are the results of creativity and wisdom. Their objects are special intangible properties and require special provisions in relevant laws. In the field of intellectual property, protection and infringement are twin brothers. If a company is slightly negligent, its intellectual property rights can easily be infringed by others. At the same time, if you are not careful, you may infringe the intellectual property rights of others. Regardless of infringement or non-infringement, you will face huge legal risks. The rush to register for "CCTV One Set" and "Spring Festival Gala" is an excellent example. If we look for the reasons from the enterprise itself, the lack of risk prevention awareness among decision-makers and consultants may be one of the most important factors.
The legal risks of verb (abbreviation of verb) human resources management
In my country, the laws and regulations related to human resources are mainly the labor law and relevant administrative regulations and departmental rules formulated by the State Council . In all aspects of corporate human resource management, from recruitment, interviewing, starting? The use, use and signing of labor contracts, employee treatment, and employee resignation are all confused, adjusted and regulated by relevant labor laws and regulations. Any non-law-abiding behavior by an enterprise may bring labor disputes to the enterprise and may have a negative impact on the enterprise.
On the other hand, for long-term development, companies often spend a lot of money to train business and technical backbones. These key employees hold a large amount of customer information, business secrets, technical secrets and other core secrets. As a company grows, the expectations of key employees will also rise. Companies often threaten to exit once they are unable to meet individual requirements. High employee turnover rate and low loyalty to the company are the most prominent personnel issues currently plaguing many companies. Key employees who change jobs often take away the company's valuable customer resources, business secrets and technical secrets. These employees generally will not leave their original industry, or choose to start their own business, or choose other companies in the same industry. They will soon become the company's new competitors, gradually cannibalizing the company's resources and market. The turnover of core employees often causes immeasurable economic losses to the enterprise, and sometimes it is even a fatal blow.
Intransitive verb corporate finance and taxation legal risks
In recent years, a large number of corporate finance and taxation cases have emerged. From a certain aspect, it can be seen that the legal risks of enterprises in financial taxation are increasing day by day. Under my country's current fiscal and taxation policy environment, it is difficult to distinguish between reasonable tax avoidance and tax evasion. If the tax boundary is not handled properly, the company is likely to suffer unnecessary economic losses and even bear corresponding criminal liability, and as a legal representative, it is also possible to be imprisoned.
The above six aspects of corporate legal risks have brought many impacts to enterprises. In short, it can be summarized from the following three aspects:
1. The results of legal risks are business losses. Regardless of the reason, the occurrence of legal risks either results in increased expenses for the business or the loss of business opportunities or commercial advantages. In serious cases, it will lead to complete loss of competitiveness and defeat in the market.
2. The impact of legal risks on enterprises is a chain reaction. Due to the continuity of business operations, once a legal problem occurs in one link, a series of business activities will inevitably be damaged. When a company has a large number of similar legal actions, the company's legal risks are likely to lead to the possibility of similar incidents breaking out at the same time. For example, a company's delay in fulfilling a loan contract may cause a collective panic among the company's many creditors, causing the company's operating capital chain to break, thereby losing the possibility of alleviating operating capital pressure. The occurrence of some legal risks may cause great damage to a company's goodwill, leading to a loss of public recognition. Even if the legal risks are resolved, it will be difficult for the company to restore its original business reputation.
3. The damage caused by legal risks to enterprises is difficult to estimate. Once a legal risk breaks out, it is often difficult for the company to control it, and it is likely to bring serious consequences, sometimes even disruptive disasters. Wang Fucheng, Vice President of PetroChina Co., Ltd., believes that as the main body of the market, enterprises must understand, apply and abide by market rules, otherwise they will pay a high price or even be expelled from the market.
In recent years, the cases of domestic and foreign companies such as Enron, WorldCom, and CNOOC have revealed from different aspects how the market economy manifests itself as a rule-based economy and a rule-based economy.
These vivid cases have repeatedly warned people that if managers do not have the ability and quality to govern enterprises according to law and lack the corresponding awareness of legal risk prevention and control, not only will they not be qualified to lead a modern enterprise, but they will also suffer a catastrophic blow to the enterprise. and losses.
The experience and lessons from the success and failure of Chinese and foreign enterprises prove that the market economy contains unlimited business opportunities, which may not only bring more generous competitive returns to enterprises, but may also bring more potential legal risks to enterprises. Therefore, establishing and improving legal risk prevention and control mechanisms and paying attention to and strengthening corporate legal risk prevention are the most basic requirements for strengthening corporate risk management. It is also a basic task for enterprises to adapt to changes in the market environment and create market competitive advantages. It is foreseeable that in the near future, raising awareness of preventing legal risks and reducing the occurrence of legal risks have become an indispensable "safety shield" for entrepreneurs to "fight" the market.