From October 8th, 65438/KLOC-0 to October 9th, 65438/KLOC-0, I was fortunate to attend the "Seminar on Enterprise Legal Audit and Training Meeting on Contract Risk Prevention" of the Company Limited, and gained a lot. As a project manager, it involves a large number of economic contracts. Through the study of this meeting, I have a systematic understanding of the whole system of enterprise general counsel and the important role played by enterprise legal counsel in enterprise management, so as to think about how to build a contract risk prevention system as a project contract manager, make contributions to future project management, enhance enterprise risk prevention and improve enterprise project profitability.
First, the definition and basic positioning of the general counsel of an enterprise
The general counsel of an enterprise refers to a senior management professional who has obtained the qualification of enterprise legal counsel and is employed by an enterprise to specialize in enterprise legal affairs. The general counsel of the enterprise is responsible to the legal representative or general manager of the enterprise, and his main duties are to participate in major business decisions of the enterprise, give legal opinions according to law, ensure the legal and compliant operation of the enterprise, and safeguard the legitimate rights and interests of the enterprise and investors. The general counsel of an enterprise is an important link among the top managers, management departments and legal affairs departments.
Second, the focus of legal review in the process of contract management
1, the legality of the contract subject
With regard to construction projects, the legitimacy of the contract subject mainly refers to the legitimacy of subcontractors and material suppliers, and the audit of its legitimacy mainly includes its business license, qualification certificate, safety production license, authorization, financial ability and performance ability. Pay special attention to whether the qualification scope can meet the needs of subcontracting. Therefore, when introducing subcontractors, we must examine the qualifications of subcontractors, and then introduce them as needed if they are qualified.
2, the legality of the terms of the contract
The legality of contract terms mainly examines whether it violates the provisions of national laws and regulations, whether it harms the interests of enterprises, and the way to deal with disputes.
3. Review process of contract signing
Before signing the contract, the text of the contract must be countersigned by various professional departments or reviewed by the meeting, and can only be signed after being approved by the leaders.
Third, safeguard measures.
1, leaders attach importance to it. Only when leaders attach importance to the legal audit in the process of enterprise operation, create a big environment of "governing enterprises according to law", popularize legal audit among all employees, make all employees of enterprises consciously abide by legal audit, and improve the procedures of legal audit can we better carry out legal audit work.
2. Institutional system. The long-term mechanism of legal review must be maintained by a scientific system. Therefore, it is very important to formulate a complete, scientific and comprehensive system.
3. Personnel quality. Legal personnel need to have a comprehensive knowledge system and be familiar with the management and operation mode of enterprises in order to better carry out legal audit work. Legal personnel should adhere to the attitude of endless learning and endless learning, drive all employees to learn, and build a learning enterprise and a legal enterprise.
Legal risk prevention of enterprise contract
The main business contents of construction enterprises are construction project investment and contracting construction tasks. Investment and contracting construction tasks are inseparable from contracts. The contracts used by construction enterprises are not only various, but also numerous and ubiquitous.
Therefore, Shanghai enterprise legal consultants should strengthen the legal knowledge training for employees, especially middle and senior managers, cultivate legal thinking, strengthen legal awareness and improve the legal quality of the construction industry. Strengthen the legal risk training for market developers, financial managers, human resource managers, material managers, quality and safety managers and contract managers; Strengthen the contract credit of enterprises by participating in the whole process management of contract drafting, reviewing contract terms, participating in contract negotiation and supervising contract performance, and at the same time, prevent enterprise contract risks by reviewing enterprise contracts; By guiding enterprises to establish and improve various production and operation systems, and collecting and preserving evidence of foreign operations in time, enterprises will be in a favorable position in the future dispute settlement. Enterprises have legal advisers in contract management, production and operation management, bidding and other links to avoid legal loopholes, so that other units or individuals have no loopholes to drill and have to consciously perform their duties, thus effectively preventing disputes. Even if there are litigation disputes in the future, enterprises will be invincible in litigation because of "taking precautions".
The role of avoiding business risks. In the process of production and operation, risks are always inevitable, and the risks encountered by construction enterprises are increasing. It is the common wish of every enterprise to reduce business risks to a minimum until they are avoided. So how can we minimize the risk or avoid it? This requires the help of corporate legal counsel. As a professional in enterprise legal affairs, Shanghai enterprise legal adviser has accumulated rich experience in the process of engaging in internal legal work of construction enterprises all the year round, and has a deeper understanding of the potential risks of the business activities of this enterprise than others, and can directly provide staff for enterprises. In addition, when the Shanghai enterprise legal adviser thinks it is necessary,
"Shielding" function. Legal adviser is the "shield" for enterprises to deal with interpersonal relationships. Most interpersonal relationships will be beneficial to the development of enterprises, but sometimes they will seriously affect the operation of enterprises. With legal counsel, when encountering similar situations, the person in charge of the enterprise can confidently say, "I'm not sure about this either. We have a legal adviser, so we should seek the advice of the legal adviser first. As the spokesperson of enterprise legal affairs, Shanghai legal adviser can not only provide legal basis for enterprises, but also deal with them directly when they encounter various difficulties and troubles. With legal counsel, the person in charge of the enterprise can avoid the parties who don't want to meet directly on the grounds that they have something to ask our legal counsel.
Deterrence to law enforcement and violations. In the process of project implementation, construction enterprises often encounter the situation that owners and local government departments (especially government departments with certain law enforcement power) threaten or obstruct construction enterprises because they are government law enforcement departments. Shanghai enterprise legal adviser is a "quasi-judicial person" in enterprises recognized by the state. Therefore, when the enterprise legal adviser comes forward to negotiate, it will give the other party an invisible psychological pressure, so that the opponent will not dare to make unreasonable demands or restraint. Because of their special status, corporate legal counsel will put strong pressure on their opponents when dealing with related matters directly, thus receiving unexpected results.
Experience of enterprise legal risk prevention training
With the increasingly fierce competition in the legal service market, corporate counsel has undoubtedly become a piece of cake for all lawyers. The advanced legal service concept plays a vital role in how to win the trust of consulting units and how to provide high-quality legal services for consulting units. As lawyer Wang Jiaqiang said, lawyers should have management thinking in order to better serve consulting units.
Through this training, I deeply realized the necessity and importance of enterprise management infiltrating into legal services.
First of all, understanding is the beginning of communication. Every enterprise has its own industry characteristics, various influencing factors and various legal risks. How to truly meet the actual needs of consulting units and solve the legal problems encountered in their daily operation and management by finding the combination of operation and management and legal prevention.
Microscopically, according to different classification standards, enterprises mainly have the following risk categories: (1) According to the production factors required by enterprises, they can be divided into human resource risk, capital risk, equipment operation and process risk, material risk, product risk, technology risk, information risk and intellectual property risk. (2) According to the main activities or business links of the enterprise, it can be divided into material procurement risk, financing risk, investment risk, manufacturing risk, marketing risk, account collection risk, accounting risk, security risk, enterprise technology activity risk, personnel activity risk, information system risk and enterprise organization change risk; (3) According to the order of supply chain, it can be divided into supplier risk, procurement risk, production risk, marketing risk and customer risk. Every kind of enterprise risk implies legal risk. As a legal consultant, if you can actively participate in it and provide legal services for enterprises in these links, you can let the consulting unit see the value of legal consultants in it.
From a macro perspective, we can also judge the possible legal risks of enterprises according to their different business models. For example, some enterprises adopt franchise chain business model, so there may be unique legal risks such as brand preemption, brand extension and interest conflict with affiliated enterprises; Or we can judge from the scale of consulting companies that large-scale enterprises usually have the characteristics of labor dispatch and strong personnel mobility, and there may be more legal risks in human resources, while small-scale enterprises may have more financing risks in enterprise financing for enterprise development. At this time, according to the inherent legal risks of its business model, a set of targeted legal risk prevention system suitable for enterprise management can be formulated.
Secondly, to be a good corporate legal adviser, we should also do a good job in trademark registration, optimistic about financial statements, do a good job in industry analysis reports, inquire about the industrial and commercial archives information of affiliated enterprises, conduct training lectures on the prevention of legal risks of criminal offences implied in enterprise management from the perspective of enterprise development, and provide legal value-added services for enterprises from multiple angles and levels.
Finally, I realized the importance of quantifying the results of legal services. How to reflect the importance of legal consulting services, in addition to helping enterprises recover real economic losses through litigation, it is very necessary to make written work reports and annual work reports in the usual service process, which can not only reflect the lawyer's rigorous and responsible spirit, but also become the factual basis for you to increase the cost of legal consulting services.
To sum up, in the past, corporate legal counsel may only help enterprises review contracts and represent litigation disputes. Entrepreneurs simply don't realize the value of legal counsel in the process of enterprise development. In order to reduce operating costs, enterprises will try to reduce the budget of legal counsel in the annual financial budget. As a service provider of legal counsel, if we can improve the service concept and increase the added value of legal counsel, which is reflected in the daily operation and management process of enterprise legal counsel units, I firmly believe that the legal services of enterprise legal counsel will definitely win the trust and support of entrepreneurs! The legal consulting service market will also usher in a promising spring.