How to do a good job in lawyer's non-litigation business?

Broadly speaking, non-litigation business refers to cases that are not tried by third parties (judicial institutions). There are mainly international business and foreign-related factors, such as foreign investment (wholly foreign-owned, joint venture, cooperation, foreign mergers and acquisitions, international financing business, anti-dumping), foreign investment, etc. Restructuring, reorganization, merger and listing of enterprises and institutions; Project construction, real estate cooperative development, project contracting and subcontracting of enterprises and institutions; Legal consulting business. Consulting business is not only a lawsuit, but also a matter of reviewing contracts, issuing legal opinions and preventing risks. When negotiating this kind of business, it should be noted that people who come to buy hooks may also need to buy yachts. We also have the ability to provide this valuable service, so that buyers can correctly understand their own needs. To do a good job in non-litigation legal business, the general requirements are: lawyers should have high quality, high legal foundation, comprehensive ability to use the law, and laws, regulations, government regulations, taxation, labor and capital, government approval, etc. Should be considered comprehensively; For example, a foreign company was eager to attract investment from the government, and the government took the initiative to give it a business license without an EIA report. Be punished after many years. According to the environmental protection law, a project must have an EIA report before it can get a business license. Therefore, lawyers should consider more possibilities, make comprehensive analysis and comprehensive application. Also, things done in full accordance with the law often do not meet the actual needs. It is best to find a way to avoid it, which is what the client should consider in the lawyer's non-litigation business. Lawyers have a good writing style. Some foreign-related contracts, especially those drafted by foreign lawyers, are difficult to understand according to Anglo-American grammar, including premises, turning points, conclusions and complex sentence patterns. Lawyers are required to thoroughly understand these contracts themselves. The time for doing non-litigation legal business is very tight, and it is very hard to negotiate during the day, mainly to amend the contract at night. The contract is becoming more and more complex and detailed, and the contract text is becoming more and more detailed. It is more valuable to make a less complicated contract with dozens of pages. Some questions are common sense for lawyers, but they are necessary for clients. Simple contracts, which are not easy to accept, will also be considered as low-tech To develop non-litigation legal business, we should pay attention to our image and appearance. This is a professional image, so the language is standardized and the speech is good. Get it right, make it clear, find out what you don't understand, and then express your opinion. Including the cars we drive, should be neat and clean, otherwise the details will be considered that our service is not worth that much money. Exchange some specific types of cases. Recently, foreign investment is decreasing, but it is still a big legal service market. The main work, first, the preliminary work, focusing on land use rights and other issues, which is an important cost of foreign investment. Some places have adopted the methods of attracting investment and approving land grant to investors, so we should remind the consequences and clarify the legal risks. Second, the nature of investment enterprises, understand the provisions of relevant laws and regulations, such as chemical enterprises, must know more about environmental protection, pollution prevention and other legal provisions. Third, we should know more about the framework model of investment. Sole proprietorship is simpler. If it is a joint venture, we should consider what legal problems may arise. The composition, proportion and rules of the shareholders' meeting and the board of directors should be well designed. In one case, Hong Kong held 73% of the shares in a shopping mall limited company, but as the general manager, China held 27%. However, as the chairman of the board, Hong Kong was driven out after a short period of cooperation. The reason is that the company's articles of association stipulate that the chairman shall convene and preside over the board of directors, and the Chinese chairman shall not convene unless he convenes. Later, a general meeting of shareholders was held. Only 73% of the Hong Kong deputies removed the chairman, but the Trade and Industry Bureau did not change it. Of course, the company has changed now, but the non-litigation consultant should pay attention to similar problems. The fourth is to participate in negotiations. Sometimes it involves the government or public service providers, such as water supply, electricity supply, heating and gas supply. Should pay attention to straighten out the contract content and relationship. In a Sino-foreign joint venture, the contract is stronger than the articles of association, so it should be strictly controlled and signed carefully. It must be approved before it can take effect, involving the National Development and Reform Commission, the Ministry of Foreign Trade and Economic Cooperation under the Ministry of Commerce, the State Administration of Foreign Exchange and other departments. Foreign capital M&A is also a kind of foreign investment, but different from traditional investment, it has an increasing trend in recent years, focusing on domestic enterprises with certain assets, strength and market. The weaknesses of these domestic enterprises are financing difficulties and unfavorable intellectual property protection. After M&A, the price of the same product produced by OEM will double. The acquisition of China enterprises by foreign companies through shortcuts will bring rapid development and high returns to investors. Lawyers should pay attention to: first, do due diligence. We don't have a very mature model in China. There is a "M&A method" for reference, including equity M&A and assets M&A. Without due diligence, there may be great loopholes. American companies have a due diligence directory, which includes: 1, industrial and commercial registration, shareholders, proportion, board members and rules of procedure. 2. Taxes and fees, items, proportion, amount, default, etc. 3. Labor and personnel, number of employees, contracts, wages and benefits. 4. Financial status, accounts and statements. 5. Bank account information, funds and loans. 6, environmental protection facilities, government requirements, has been punished. 7. Operating conditions, major suppliers and customers, signed contracts, long-term contracts and individual contracts, and performance. 8. Intellectual property rights, trademarks, patents, etc. The second is the form of foreign mergers and acquisitions, familiar with and design the framework. It is often different from ordinary equity or asset mergers and acquisitions. For example, there is a way that all parties set up companies abroad, and then the foreign companies set up wholly foreign-owned companies in China, and then the wholly foreign-owned companies merge and acquire enterprises. The third is negotiation, which is divided into business negotiation and legal negotiation. Business negotiation involves price conditions, timing and benefit distribution. Legal negotiation is the scope of lawyers' non-litigation, such as contract modification, dissolution, liability for breach of contract, application of law, jurisdiction, commitment and guarantee. Asset ownership is often the premise, whether there is guarantee or mortgage, seeking truth from facts. If there is a mortgage, it is often necessary to set the time limit and method of termination. Protect your own interests properly, don't over-protect yourself, consider which party is prone to breach of contract, and design ways to limit breach of contract and assume responsibility. The fourth is the contract revision review stage. It should be comprehensive and bilingual, and no punctuation can be wrong. The final draft should seek the final opinion of the client, and don't make your own decisions. The fifth is the approval stage. If state-owned enterprises involve SASAC, others will go to the Planning Commission, the Ministry of Foreign Trade and Economic Cooperation and the State Administration of Foreign Exchange. The sixth is registration. Seventh, transfer assets and ownership. In non-litigation business, we should be brave enough to express our opinions, adhere to principles, and play a role in maintaining and preventing risks. We should find out what is bad for us and bring it up. We should boldly point out those who violate the law. The complexity and flexibility of the actual situation should help the client to give an idea and reasonably evade the law, but it should not be illegal or invalid. As long as the client's illegal behavior is put forward and explained, don't force the client to deal with it. Sometimes customers have flexible methods. Can't stop customers from getting things done.