Article 26 of the "Lawyers Law" stipulates: "A lawyer serving as a legal advisor shall provide advisory opinions to clients on relevant legal issues, draft and review legal documents, and participate in litigation, mediation or arbitration activities as an agent , handle other legal affairs entrusted by the client, and safeguard the legitimate rights and interests of the client."
From a practical point of view, the work and role of lawyers as corporate legal advisors are reflected in the following aspects:
First, the improvement of the internal operating mechanism of the enterprise.
In order for an enterprise to operate rationally and develop normally, it must have a series of sound operating mechanisms. The managers of the enterprise may be experts in the business, so they are good at reward mechanisms, but they may not be very good at internal risk prevention.
For example, the management mechanism of some companies' official seals and contracts is not sound, many people have the opportunity to use them, and the contents of contracts signed by employees are not monitored. In the end, when employees are transferred or have conflicts with the company, once the previous work handover is not serious, there will be problems in the performance of the contract, and there may even be situations where loopholes in the company's management are exploited to unite with third parties to harm the company's interests. Under the current legal regime, many companies have suffered losses.
2. Participate in negotiations, trial contracts, and risk warnings in daily operations.
In order to survive and develop, companies will continue to have transactions of one kind or another with the outside world, and these transactions are determined through negotiation and signing of contracts. This process is the process of the rights and obligations of both parties to the transaction. Among these rights and obligations, there are both development benefits and sometimes pitfalls and crises. With the development of the legal system, people in the legal profession increasingly agree with the principle of "autonomy of will" regarding the date of contract signing. As long as the contract does not violate the law, sometimes even if it is unfair, the judge will not correct it, because this is "a contract you signed yourself" and "you should be fully aware of your rights and obligations." Therefore, it is increasingly important to examine and review the legal aspects of the contract during this transaction.
In reality, companies often come to consult, and they give many reasons why the other party is wrong. When you asked him to take out the contract, check it one by one, and then point to one or several of them and ask him, he said angrily, "We were all on good terms when we signed the contract, so we didn't read it carefully at all." , but it’s written in black and white, and it’s too late to understand. Some people also value rights. A few days ago, a company brought a supply and marketing contract. A foreign company owed money and had agreed to arbitrate in Beijing. When the lawyer looked at the contract, he still used the version from 10 years ago. It did agree to arbitrate in Beijing, but it agreed to be arbitrated by the Arbitration Commission of the Chaoyang District Administration for Industry and Commerce. However, starting in 1995, the arbitration institution originally belonging to the Administration for Industry and Commerce was abolished. Now such arbitrations in Beijing should be handled by the Beijing Arbitration Commission, so the arbitration clause is invalid. If a lawsuit is filed, the contract will have to be performed in a different place and the lawsuit can only be filed in a different place, which will waste a lot of manpower and material resources. The biggest regret is that I have legal awareness, but because the legal knowledge is not updated in time, my rights are not best protected.
With the development of market economy, there are more and more laws, regulations and judicial interpretations, and the burden of law exceeds the ability of a non-professional.
3. Legal risk analysis of the company’s joint venture, merger, division or investment, and legal operation.
When a company develops to a certain level, it will always reach a new level of development through changes in company forms, which may include joint ventures, mergers, spin-offs or investments. Either way, it is different from a single transaction. It involves the company's next development direction and may also use a large amount of company funds. Due to the lack of risk awareness, sometimes the company's interests will be greatly damaged or even bankrupt.
Some companies purchase shares of other companies through the introduction of others, without professional evaluation of the company's current assets. They only listened to the introduction, saying that after signing the share transfer agreement, they found that the company's actual assets did not have that much, or that although some evaluations and investigations were done, the acquired company survived because of one business, but important customers were in the hands of someone. Once this person transfers customers, the company will lose the opportunity to develop and even survive.
4. Represent enterprises, participate in mediation, arbitration or litigation activities of contract disputes and other legal disputes, and safeguard the legitimate rights and interests of enterprises.
In the current market environment, it is almost impossible for a company to completely avoid being involved in litigation, just like it is impossible not to suffer from human fireworks. Moreover, no matter how good legal counsel is, there is no guarantee that a company will not be sued. It can only be said that if the company and the lawyer cooperate properly, they can seek the maximum legitimate interests for the company as legally as possible.
Litigation is a highly professional business, which requires not only sufficient legal knowledge but also litigation experience. Judging from the development trend of litigation practice, in civil economic litigation, judges are increasingly inclined to let the parties safeguard their own rights and try not to interfere. In litigation, especially in cross-examination, sometimes one sentence more or one sentence less will have an impact on the outcome of the case. Then it becomes increasingly important for litigants to grasp the timing, which requires litigation experience.
The so-called litigation experience includes not only the application of litigation knowledge, but also the mastery and cross-examination of evidence during litigation procedures, as well as the understanding of litigation habits in different regions. Judging from litigation experience, professional lawyers are the most suitable candidates to represent you in litigation. If the preventive role of legal advisors can be completed to a certain extent by the company's own dedicated non-lawyer legal advisors, then litigation matters, especially those with certain difficulties, are best handled by professional lawyers.
To sum up, the role of corporate legal advisors in participating in corporate decision-making, operation, management, prevention and handling of various legal disputes will become increasingly important. If enterprises want to develop better, they must pay attention to legal advisors role. Many large companies will set up specialized legal departments and incorporate legal advisors into corporate decision-making. Of course, for many small and medium-sized enterprises, there is no need for a dedicated legal department yet, but the content of legal consulting services still needs to be paid attention to.