Lead: There are generally two kinds of corporate legal advisers, perennial legal advisers and special legal advisers. The perennial legal counsel signs an advisory agreement with the enterprise, and handles all legal affairs of the enterprise within the agreement period (generally 1 year or more). The relationship of legal adviser terminates with the expiration of the agreement. If you continue to hire, you need to sign a new agreement. An enterprise hires a special legal adviser to handle a legal matter, and the legal adviser relationship terminates when the legal matter is handled, which is generally not limited by time.
Brief introduction of perennial legal adviser of enterprises
The perennial legal adviser of an enterprise is a specific position held by an enterprise in order to safeguard its legitimate rights and interests and hire a lawyer to provide legal assistance on enterprise management issues. There are generally two kinds of corporate legal advisers, namely perennial legal advisers and special legal advisers. The perennial legal counsel signs a legal counsel agreement with the enterprise to handle all legal affairs of the enterprise within the agreed time limit (generally 1 year or above). This kind of legal adviser has a wide range of services and a long time, so it is called perennial legal adviser. An enterprise hires a specialized legal adviser to handle a legal matter, and the legal adviser relationship ends when the legal matter is handled, which is generally not limited by time, so it is also called temporary legal adviser or short-term legal adviser. At present, most enterprises employ perennial legal advisers, because they can provide all-round legal help for their production, operation and management activities. This paper mainly introduces the perennial legal counsel of enterprises. Most enterprises have hired perennial legal advisers, especially some large enterprises, but most enterprises only focus on debt collection and litigation, that is, litigation, and even ignore the role of legal advisers when signing contracts. In fact, besides litigation, an excellent lawyer can do a lot for enterprises, which is still very important for enterprises.
Second, the role and significance of corporate perennial legal counsel
(A), to solve legal disputes in enterprises
The perennial legal advisers of enterprises can use their legal knowledge to propose solutions to various legal problems and disputes faced by enterprises. Generally speaking, it is to participate in all kinds of lawsuits as agents of enterprises. Because the legal adviser of the enterprise has been keeping close contact with the enterprise and has a certain understanding of the enterprise. Therefore, after various problems and disputes occur, countermeasures can be taken in the shortest time. Enterprises can also contact their own legal counsel immediately after the problem occurs, so that they will not miss the opportunity by rushing to find a lawyer to solve it through other channels after the problem occurs.
(B) to prevent legal risks of enterprises
In fact, the role of perennial legal counsel in preventing legal risks for enterprises is far more significant than that in solving legal problems for enterprises. An excellent enterprise legal adviser can find legal risk loopholes in the enterprise through understanding the daily and basic situation of the enterprise, and make corresponding legal plans to make up for them in time.
Through litigation, although enterprises may get losses caused by disputes, the efforts of manpower, material resources and financial resources have actually caused new efforts and losses to enterprises. So we say that we can never get full compensation through litigation. It can be seen that nip in the bud, discover legal risks in time and make plans to solve them are effective ways to avoid corporate losses. This is the role and significance of enterprise perennial legal counsel.
(three) to provide legal advice for enterprise management decisions.
Almost all business decision-making activities of enterprises involve law, and there may be many legal risks. Therefore, according to the characteristics and needs of business activities, providing legal analysis and legal advice for business decisions of enterprises has become an important role of perennial legal advisers of enterprises. Of course, the legal analysis and legal advice of the legal adviser is by no means about interfering with the business decision-making activities of the enterprise, but only improving the business decision-making of the enterprise from the legal level and avoiding risks.
Third, enterprise legal counsel focuses on prevention.
Enterprises will encounter all kinds of risks in the process of operation, and legal risk is one of them. Many enterprises have suffered heavy losses or even closed down because of this risk. For example, some enterprises were cheated when signing the contract, some enterprises could not recover debts for others because of the guarantee problem, and some enterprises were at a loss because intellectual property rights such as patents and trademarks were infringed. If an enterprise hires a legal consultant, the legal risk can be controlled internally by the legal consultant, which can avoid and reduce the legal risk as much as possible, that is, prevention in advance, protection in the event, remedy afterwards and prevention first. But many enterprises are not aware of this. They hired lawyers as legal advisers just to? Litigation? , but? Litigation? It's just a remedial measure afterwards. No matter whether the lawsuit wins or loses, it will bring losses to the enterprise. At this time, due to reasons such as not retaining evidence and leaving hidden dangers when signing the contract, even if a competent lawyer is hired, the situation cannot be saved. In fact, legal advisers provide legal knowledge to participate in management, so that management can be ruled by law, which can avoid many loopholes in management and objectively create immeasurable intangible assets for enterprises. Speaking of which, I remembered a story I read in a book. King Wen of Wei asked the famous doctor Bian Que. All three brothers in your family have excellent medical skills. Which is the best? Bian Que replied? The boss is the best, the second is the second, and I am the worst. ? King Wen asked again:? So why are you the most famous? Bian Que replied? My eldest brother treated the disease before he got sick. Because most people don't know that he can eradicate the cause in advance, his fame can't spread, only our family knows. My brother treated this disease at the early stage of his illness. Most people think that he can only cure minor illnesses, so his fame is limited to his own village. And I, Bian Que, treated my illness when it was very serious. Most people have seen me perform major operations, such as pricking needles in meridians to bleed blood and applying medicine to the skin, so I think my medical skill is brilliant and my reputation has spread all over the country. ? King Wen said:? You speak very well. ? The practical significance of this story, from the lawyer's point of view, for a person, health care doctors are our first choice. If there are no preventive measures in daily life, because once the condition is serious, the postoperative scars left by the top doctors are difficult to heal, and even life is at stake. The same is true for enterprises. For example, in the daily business process, choosing a lawyer you trust to escort your business activities and play a normal role in health care and prevention can establish a good reputation among customers and avoid the embarrassing situation of court proceedings. Facts show that after-the-fact control is not as good as during-the-fact control, and during-the-fact control is not as good as before. Unfortunately, most business operators don't realize this and wait until the wrong decision has caused huge losses before seeking compensation. Sometimes it's too late to mend.
Fourthly, the significance of legal counsel in the eyes of business operators.
Not alarmist. In many signed contracts, the legal adviser changed a sentence or even a punctuation mark, and the whole meaning changed, which protected the interests of enterprises to the maximum extent. If there is no legal adviser to check the legal technology, in case of negligence, at least a sum of money will be lost, and at most it may cause great losses to the economic lifeline of the whole enterprise. Many times, a good legal adviser can avoid unnecessary losses in the normal operation of an enterprise and even save an enterprise. This kind of value is immeasurable. However, most business operators have different attitudes towards hiring lawyers as legal advisers, and most of them are passive and indifferent. They don't think my business needs a lawsuit. Why do they need a lawyer? Some even think that lawyers can only be hired temporarily when going to court, while others think that it is a decoration to invite lawyers to be legal advisers in enterprises when there is nothing to do. The author has been a lawyer for more than ten years and served as a legal adviser to dozens of enterprises. The voluntary and involuntary psychological analysis of the operators who hire lawyers as legal advisers and pay lawyers' consulting fees is as follows. Most operators believe that the legal adviser of an enterprise cannot directly create value for the enterprise without going to court, and usually has to pay legal fees. It doesn't seem to be a good deal. In fact, their value is not reflected in the book. For example, during my tenure as the legal adviser of enterprise A and enterprise B, due to geographical reasons, I often went to enterprise A more often. Every month, I often went to the office to communicate with the operators of enterprise A, and constantly talked about some things inside the enterprise, as well as the common sense of collection and prevention of some creditor's rights and debts in the course of operation, and the necessary precautions when signing the contract. Sometimes even let me directly modify the contract. These things can be done quickly because lawyers have unique professional knowledge. Due to effective preventive measures, there has been no litigation dispute in Company A in the past three years .. But in the past three years, Company A felt that its business was stable, it didn't need legal counsel to help with the lawsuit, and it was unwilling to pay legal counsel fees. In fact, they ignore the supervision and prevention role of legal counsel in enterprise management. Another example is enterprise B, because enterprise B operates far away, it seldom contacts, and sometimes it only makes an occasional phone call and rarely talks about business. However, there have been two lawsuits in the past three years, and the author participated in the lawsuit on behalf of the enterprise. It may also be a coincidence that enterprise B wants to go to court. However, in the past three years, due to the participation of lawyers in litigation, enterprise B has always taken the initiative to pay consulting fees. When I think of these things, I sometimes feel ridiculous and helpless.
Five, the general service content of enterprise perennial legal counsel
(A) the daily legal services of enterprises
1. Conduct legal analysis on problems or questions raised by enterprises in their daily operations, provide oral or written legal opinions, and issue written legal opinions or lawyers' letters in the name of legal advisers when necessary;
2. Assist enterprises to establish and improve various management rules and regulations such as contract management system, work flow and internal security prevention mechanism, conduct standardized management, provide legal suggestions and opinions for enterprise contract management, and supervise and track contract performance;
3. Draft, modify and review contracts and systems related to labor and human resources (such as labor contracts, confidentiality agreements, non-competition agreements, etc.). ) as an enterprise, and assist in adjusting labor relations; Standardize the management of labor human resources such as employee recruitment, training and welfare;
4, at the request of the enterprise, to participate in the drafting and revision of enterprise financial management system, put an end to financial management loopholes; And according to the financial information provided by enterprises, provide legal advice and corresponding solutions to legal related problems in enterprise finance;
5. Draft other rules and regulations or legal documents for enterprises, or review the legal documents drafted by enterprises, and help enterprises to formulate and modify internal rules and regulations, so as to improve their own quality, make their business activities meet the legal requirements, and bring internal management into the legal track;
6. Provide legal advice, training and lectures for management, employees and members of special project teams, as well as work guidance related to legal affairs, enhance the legal awareness of management and employees, and ensure the implementation of enterprise rules and regulations;
7. According to the requirements of enterprises, participate in foreign contract negotiations, formulate negotiation strategies and plans, draft, review and modify legal documents such as agreements and contracts signed by enterprises with third parties due to daily business needs, and issue general legal opinions to prevent contract disputes;
8. According to the requirements of the enterprise, accept the employment of the employees of the enterprise, provide them with legal advice, act as an agent for litigation, arbitration, reconsideration, hearing or mediation of relevant civil cases and administrative cases, act as an agent for litigation, arbitration or mediation of labor dispute cases, and report and accuse criminal acts that harm their interests;
9. According to the requirements of the enterprise, issue a lawyer's letter, lawyer's statement and lawyer's announcement in the name of the legal adviser or draft and publish a legal announcement in the public media in the name of the enterprise at the request of the enterprise;
10. Provide legal advice for enterprises to design protection schemes for intellectual property rights (trademark rights, patents and copyrights), trade secrets and exclusive management rights, and assist enterprises to formulate confidentiality systems and confidentiality agreements;
1 1, providing legal advice and suggestions on business administration, tax laws and regulations and other legal affairs;
12. Drafting and reviewing the industrial and commercial registration materials, articles of association and other legal documents of newly registered enterprises;
13. According to the needs of enterprises, introduce and publicize newly promulgated national and local laws and regulations to enterprises from time to time, and provide the latest legal information and trends related to enterprises.
(two) to provide legal services for major business activities of enterprises.
1. Analyze the legal feasibility of decision-making matters in enterprise management, provide feasibility legal reports, and issue legal suggestions and opinions;
2. Participate in the merger and division of enterprises, demonstrate their legal feasibility and operability, draft and modify specific legal documents, and participate in the negotiation and supervision of the whole activity;
3. Participate in enterprise bidding activities, participate in major foreign negotiations, and issue legal opinions on bidding activities;
4. Participate in the selection and negotiation of major investment projects, participate in the design of investment plans, and provide relevant legal information and suggestions;
5. Provide relevant legal services for enterprises to carry out project cooperation with other enterprises.
(three) legal services for major special activities of enterprises
1. Participate in special investigation and research related to planning consultation, industry planning and special engineering law;
2. Participate in the feasibility study of related projects, design and draft implementation plans, and provide legal protection opinions;
4. Assist enterprises to carry out relevant projects, enterprise credit and information needed for enterprise external activities or project operation, conduct necessary legal investigations on background information such as credit status of relevant units or individuals, issue investigation opinions, and issue written legal opinions when necessary;
5, according to the requirements of enterprises, review or prepare the relevant documents needed for major project negotiations, and provide legal advice, participate in major project negotiations;
6. During the project, participate in and assist the enterprise in legal communication and contact with relevant government departments and business partners on the operation and business of the enterprise.
(four) litigation and arbitration legal services
Participate in litigation, arbitration or appeal on behalf of the enterprise when there is a dispute between the enterprise and a third party, as follows:
1. Accept the entrustment of enterprises to participate in mediation and reconciliation of civil and economic disputes;
2. Formulate litigation and arbitration schemes;
3. Participate in civil, criminal and administrative litigation as an entrusted lawyer;
4. Participate in domestic and international civil and commercial and labor arbitration as an entrusted lawyer;
5. Answer relevant legal advice in litigation and arbitration procedures at the request of the enterprise;
6. After the effective judgment, ruling and ruling come into effect, the agent applies for compulsory execution by the enterprise;
7. Acting as an agent for appeals in various civil and commercial cases.
(5) Other legal services of the enterprise.
1. Provide legal advice on legal issues involved in foreign investment and cooperation, and provide legal services for relevant negotiations and contract signing;
2. Participate in the coordination, mediation and negotiation of disputes, disputes and contradictions with the outside world, negotiate and mediate with third parties on behalf of the enterprise, and provide non-litigation legal support and help; Safeguard the legitimate rights and interests of enterprises;
3. Lawyers witness the legal acts and legal facts of enterprises;
4. Acting for all kinds of notarization;
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