Enterprise legal adviser originally refers to a professional who has passed the unified examination, obtained the qualification certificate of enterprise legal adviser and registered, and is employed by the enterprise to engage in enterprise legal affairs full-time.
I. Legal consultation, legal investigation and legal consultation.
According to the past experience, if the company's daily management and business activities can be consulted by legal advisers before, during and after the event, the effect will not only be reflected in the avoidance of legal risks and the reduction of contingent losses, but also be implemented in the working thinking of the company's employees, thus forming a very beneficial working habit for the company.
Our legal consulting services in the following aspects will contribute to the legal effect and rights protection of corporate behavior, and help to reduce operating losses and legal expenses (such as attorney fees): providing legal advice and suggestions on contracts, taxation, business operation, corporate governance, labor and personnel, intellectual property rights, real estate, investment cooperation, corporate mergers and acquisitions, administrative crimes, litigation and arbitration, etc. Organize professional lawyers to conduct legal research and due diligence legal investigation on legal issues and matters involved in the daily operation of the company, and submit the research and investigation results to the company for decision-making reference in the form of written legal opinions.
Second, the establishment and improvement of company rules and regulations.
We hope that through the establishment or revision of the following major company rules and regulations, we can help the company avoid business risks, reduce losses and expand the company's intangible assets (such as trade secret protection system and intellectual property management system).
Therefore, we will take the company law as the core and focus on the following matters to establish and improve the law.
1, Articles of Association
As a company? Constitution? Articles of association are often ignored by investors and senior managers. At present, the standard articles of association widely adopted by companies, due to insufficient consideration of the particularity of the company, may make the company's top management unable to operate according to the articles of association when some major events occur, leading to the company's deadlock. Therefore, it is very important to formulate, revise and improve the articles of association. Even if you can't modify it, try to make operational corrections. For the shareholders, board members or senior managers of the company, the articles of association are the main criteria for their work, and legal analysis of this will help to avoid the risk of ultra vires or infringement.
2, the company's procedures and working rules
Rules of procedure and working rules include shareholders' rules of procedure, board of directors' rules of procedure, board of supervisors' rules of procedure and manager's working rules. Without rules, there would be no Fiona Fang. The level of execution is the foundation of the survival and development of modern companies. The company may make rules for procedures and work, but making these rules is not the purpose. The purpose is to safeguard the best interests of the company through implementation. We suggest that the company can implement the system of consulting lawyers to follow up the above rules, implement the procedural law of the company's operation, and have the right to report to the company's supervisors and other senior managers.
3. Contract management system
Contract management system is the basic system for companies to guard against risks. It cannot be simply understood as the custody system of the contract. Its contents mainly include: the establishment and responsibilities of contract management institutions, the management of basic contract data, contract templates, contract signing, contract performance, dispute resolution, supervision and inspection, rewards and punishments, etc. Its main function is to prevent and control beforehand, and its auxiliary function is to remedy afterwards. The function of this system will be reflected in the preparation, examination and signing of contracts, the performance of contracts, the settlement of disputes and the remedy for breach of contract.
According to the contract management system, employees of the company will have rules to follow in using contract template, authorization, using official seal (special seal for contract), contract review, early warning of contract disputes, contract dispute handling, contract management statistics, contract supervision and inspection, etc.
4. Labor management system
The labor management system includes labor management, trade secret protection and non-competition system. See (4) for details.
5, intellectual property rights and trade secret protection system. See (5) for details.
Including all kinds of intellectual property rights and trade secrets in each process of the management system.
6. Handling of emergencies.
In recent years, China's economy has continued to grow strongly, and emergencies in various industries have occurred from time to time, which has had a negative impact on the economic development of related companies. For example, public security emergencies? The once-in-a-century snowstorm in southern China, the derailment and collision of railway trains, the pollution of Songhua River, the return of airlines, the theft of bank vaults, and the snail accident in hotels? And so on, these emergencies will cause huge losses to the company, and even make the enterprise suffer a devastating blow. For the company's business decision-makers, how to successfully deal with emergencies and deal with them through the media will be a good opportunity to enhance the company's core competitiveness, help to increase the outside world's understanding of the company, reduce the company's operating costs and expand market share.
Therefore, the company must make reasonable arrangements for some events that may have a significant impact on the company and do a good job in emergency handling. According to recent examples and our own research and discussion, we believe that consultant lawyers can play a variety of roles in an emergency. Based on the emergency response method, this paper focuses on the analysis and pre-study of the public relations early warning mechanism system and the integration of emergency plans, how to deal with news, media reports and media crises in the face of emergencies, and how to reduce legal responsibilities.
Three. Review, negotiation and template formulation of legal documents such as contracts and agreements.
1, contract review
The review of contracts, agreements and other legal documents before signing the contract is helpful to avoid legal risks, protect their own rights and interests, and train front-line employees in practice; Even after signing the contract, the review will help to fulfill the contract and control the risk of the other party's default. We will conduct a comprehensive review of the form and content of the contract from a legal perspective according to the company's business needs, and strive to maximize the company's interests and minimize risks.
2. Company negotiation
When it comes to major contract negotiations and brand investment, our lawyers will provide legal services simultaneously with the company and report the legal effects and legal risks expressed by both parties to the company in time so that the company can make favorable decisions.
3, the company legal documents template
Legal documents such as contract, agreement, power of attorney, delivery note and acceptance note are important written basis for property rights and contract performance, and also the basis for obtaining legal relief in the future. The preparation of any legal document does not rule out the possibility of subsequent litigation or arbitration as evidence to prove rights and obligations. The establishment of relevant templates can help front-line employees to reduce the hesitation and pressure when they get cold feet, and it is also conducive to the control of the company's business risks. I hope our accumulated legal consulting service and judicial practice experience for many years can help and draw lessons from our company. We will design and follow up the template construction of relevant documents together with the company according to the business nature and process characteristics of the company, and strive to standardize relevant legal risks. In addition, in view of the complexity and flexibility of business activities, we generally recommend different terms that can be quoted when formulating templates, and we will provide relevant legal training to front-line contract signing or performance personnel so that they can use relevant templates flexibly.
Four. Labor and personnel protection, trade secrets and non-competition restrictions
1, labor and personnel
In the final analysis, the competition of companies is the competition of talents. How to attract, retain and cultivate talents is the key to the company's long-term success. Comparing the companies in Europe, Japan and China, we can easily find that most companies in China still follow suit in the concept and system of personnel training. Straightening out labor and personnel relations not only protects workers, but also develops and expands the company. Focus on the formulation and application of the company's labor contract model, form an institutionalized and evolving working mechanism for consultants and lawyers, improve the company's rules and regulations, and publicize the legal effect of the Employee Handbook to employees. Improve the retention system of employees' disciplinary evidence, improve the procedures of employees' resignation and dismissal, and actively respond to possible labor arbitration and litigation.
2. Protection of trade secrets
Trade secrets refer to technical and commercial information that is unknown to the public, can bring economic benefits to the obligee, is practical, and is kept confidential by the obligee. The most important things for the company are management methods, production and marketing strategies, customer lists, supply information and other business information. Trade secrets are related to the company's competitiveness, very important to the company's development and the most important thing for the company. Profit margin? Weapons. It focuses on how to make the company's valuable information a trade secret and be protected by law, how to make the company's customers as the protected objects of trade secrets, how to establish and improve the company's trade secret protection system (such as signing a non-competition agreement, confidentiality clause or confidentiality agreement system in the labor contract), and how to train employees irregularly on civil, administrative and criminal responsibility education caused by infringement of trade secrets.
3. Non-competition
In order to protect the company's interests from the source, we will clearly stipulate the non-competition clause in the labor contract, intellectual property ownership agreement or technical confidentiality agreement, reasonably design the compensation for non-competition, and do a good job in informing employees when they leave. (5) Intellectual property rights
Intangible assets are the important capital of the company, which inevitably involves the legal mechanism of how to protect and play the value of the company's intellectual property rights. Our intention is to comprehensively review the current situation of the company's intellectual property rights, with the focus on establishing the company's intellectual property protection system.
Establish and improve the application and registration mechanism of trademark rights, establish and improve the prevention and relief mechanism of trademark infringement, and have smooth communication channels for industrial and commercial and judicial departments to cultivate the administrative and judicial protection of trademark rights of the company; Make the company's relevant documents subject to copyright law, and effectively protect the copyright of the company's product publicity materials through legal procedures; Report to the company in advance the possibility analysis of patent imitation involved in its patented products, and put forward countermeasures, so as to make preparations in the administrative and judicial protection procedures of patents; At the same time, in the information age, the development and rights protection of company domain names and the relief and protection of domain name infringement are also the focus of our work.
Verb (abbreviation of verb) dispute handling and judicial relief
In the course of operation, the company's disputes are manifested in two aspects. First, internal disputes, including disputes between shareholders, between shareholders and companies, between companies and company operators, between senior managers, between parent and subsidiary companies, and between companies and franchise stores, are mainly solved by establishing and perfecting company rules and regulations. Second, external disputes, including but not limited to disputes between the company and consumers, partners, suppliers and the media, as well as disputes arising from the company's administrative law enforcement such as taxation. In this regard, we will do two things, that is, establish and improve the company's contract operation and evidence preservation mechanism, use mature wisdom to solve the above disputes and safeguard the company's interests. (vii) Providing legal training and information to employees.
If you don't peck at jade, you won't do anything. People don't learn or know. The education and training of employees' legal knowledge is an indispensable part of our daily work after entering the company. All-round education and training on trade secret protection, contract signing, matters needing attention in contract performance, emergency legal response training, employee legal responsibility training, and dynamic provision of industry legal information specially needed by the company.
Legal risk prevention business of intransitive verbs
Legal risk is the biggest risk faced by enterprises in 2 1 century. Legal risk is like a scourge to enterprises and their managers. They don't know much about legal risks, and they don't know the necessary skills or how to avoid legal risks, otherwise they will unfortunately hit the rocks of legal risks. In the process of pursuing the maximization of self-interest, risks go hand in hand. Successful operators should not only make profits, but also avoid various risks. For enterprises, legal risk is undoubtedly the biggest risk and often the most fatal risk.
The significance of legal risk prevention is self-evident. Different from other risks such as natural risks and commercial risks, legal risks are controllable and preventable. We will focus on helping the company to assess, identify, control, monitor and resolve legal risks, establish a sound legal risk prevention mechanism, and gradually optimize the legal risk prevention system and operation process by continuously improving and perfecting the practical problems found and fed back during the monitoring process, so as to provide a more perfect legal environment for the company's production and operation.
Seven, the legal adviser service mode and working principle.
1. We suggest that the company adopt the mode of consulting lawyers, and combine the fixed working mode with the irregular working mode.
Consulting lawyers go to the company's workplace at least one day a week to provide timely legal services for the company. Outside the fixed date, if there is any matter that needs to be handled by the consultant, the company may notify the consultant to handle it at any time; If the consultant is unable to come to the company for some reason, the consultant can temporarily appoint other lawyers to handle it on his behalf.
2. Working principle
(1) The legal consultant will provide legal advice, text production, document review and other related legal services in a timely manner according to the company's requirements; Provide legal support and help immediately in case of emergency.
(2) Priority, the legal adviser will give priority to handling the legal affairs of the perennial legal adviser as soon as possible.
(3) preferential treatment, such as special legal services, litigation and arbitration and other special legal affairs that need to be charged separately.
(4) Professional legal counsel provides opinions and suggestions on every legal issue not only based on past practical experience, but also based on detailed legal investigations and case studies.
Eight. advisory and legal expenses
According to the specific situation of each company, the company can choose to apply for:
(1) One-time lump sum fee is adopted. In the first year, after the total fees of legal consultants are determined through consultation according to the company size and the workload of legal services, no other fees will be charged.
(2) Take the form of charging long-term legal consultant fees and case handling fees. The legal consultant fee for the first year is charged according to the size of the company and the workload of legal services. Except for major litigation, arbitration cases and non-litigation matters, other legal affairs are no longer charged.
(3) In the form of signing fees and case handling fees, the annual basic legal consultant fees for the first time are generally 50,000 yuan, and the fees for specific cases are halved.
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