What is a corporate lawyer? Corporate lawyer: responsibilities. Job description of a corporate lawyer. Is it possible to recognize a transaction as void if the director was appointed as the sole participant of the LLC?

The task of a corporate lawyer is not to say: “allowed” - “prohibited”. He must help develop the business, make sure that it is within the law, is effective, and makes a profit. Evgeny Salygin, dean of the Faculty of Law at the National Research University Higher School of Economics, talks about this in an interview with Ekaterina Rylko.

- Evgeniy Nikolaevich, lawyer is a very broad profession. There are legal advisers, corporate lawyers, attorneys... What are the differences between them as they apply to business?

The following areas of specialization for lawyers working specifically with business can be distinguished. Firstly, these are lawyers. They are members of the Bar Association. Legal status allows them to participate in criminal trials - this is its main advantage. Secondly, corporate lawyers. They provide legal support for all activities of a commercial company or government agency.

Thirdly, there are lawyers working in the field of legal consulting. If corporate lawyers work for a company and are engaged exclusively in serving its interests, then lawyers engaged in consulting are on the staff of specialized firms that are invited by the company to resolve certain specialized or simply complex issues. Those who work in legal consulting usually deal with a narrower area: customs legislation, construction, and certain tax issues.

Finally, there are also the so-called free, or freely practicing lawyers. They are not members of the Bar Association and are not on the staff of organizations, but provide legal services as individuals.

- What is the job of a corporate lawyer?

In my opinion, this is the most complex legal specialization. We have to provide legal support for a wide variety of company activities in several directions. Corporate law - a wide range of problems related to securities, statutory documents, and holding meetings of shareholders. Labor legislation - labor contracts, orders, instructions, analysis of all documents in the field of labor relations.

And a huge block of issues related to the conclusion of contracts. In addition, if a company is represented by a lawyer when initiating a criminal case, then in civil cases a corporate lawyer is responsible for representing the interests of the company in court. A corporate lawyer is involved in negotiations, especially with foreign partners. By the way, for this reason, lawyers who speak English well, or better yet, some European language, are now highly valued.

Finally, the corporate lawyer bears a large share of responsibility for relations with government authorities, tax police, antimonopoly service, and customs.

- Which issues are more often resolved by the company’s lawyers, and which by outside specialists?

As a rule, the company has a legal department headed by an experienced leader who participates in negotiations, maintains relations with foreign partners and can represent the company in court. The department also employs several lawyers who deal with relatively simple issues. These are corporate relations, contractual relations. Sometimes one or two more narrow specialists - depending on the size of the company, the specifics of its activities and turnover. But to resolve complex issues related to taxation, customs legislation, and foreign law, firms usually turn to external consultants. And if there is a danger of initiating a criminal case, then contact a lawyer.

When attracting a specialist from outside, the responsibilities are also diversified. What is relevant to the current work falls on the corporate lawyer, other tasks - on the lawyer or legal consultant.

- As usual, the career of a beginning corporate lawyer develops - here is a person studying in the last year of a bachelor’s degree or a master’s degree...

As a rule, in their senior years, lawyers are already looking for a place to work. They are subject to mandatory practice, familiarization and production. During their internship, they purposefully go to where they want to work. If a company needs a lawyer, then they can already work there part-time. Students, as a rule, work as assistants to corporate lawyers; they are paid a salary of about 20-25 thousand rubles. Having received their diploma, they already become full-fledged lawyers in the company. After three to five years, a specialist can already apply for the position of head of the legal department. Depending on your own knowledge and the size of the company - how many lawyers it can afford - this can be either the head of the legal department as a whole, or - in a more rare case - the head of a specific area.

Another way is to work in legal consulting. Nowadays in Russia, legal consulting is carried out by both large international companies, such as Baker & McKenzie, White & Case, Allen & Overy, Salans, Goltsblat BL - their leading role is associated with proven technologies of legal business and the global nature of legal services, and domestic companies with foreign representative offices - “Egorov, Puginsky, Afanasiev and Partners”, “Pepelyaev Group”, ALRUD, etc.

Those who go into legal consulting first work as legal assistants, then take an independent position and then advance to practice heads, department heads, department heads, managers, and partners. A career in consulting has its advantages: these companies, as a rule, have a developed system of material incentives; in principle, a person can advance quite quickly. In such companies it is easier to obtain a narrow specialization.

- How does a lawyer working with business usually undergo training at a university? Does it make sense, already at the undergraduate stage, to pay attention to certain courses that in the future may become the basis for obtaining a certain narrow profession?

Modern training of lawyers at the first stage of higher education does not involve specialization. Bachelors receive the most general training; the standard of their training does not provide for any specializations. Bachelor's training includes basic legal knowledge from the field of theory and history of state and law, branch legal sciences: civil, criminal, constitutional, administrative, procedural law, which lay the foundation of legal thinking. Plus the skills and abilities of legal work, which are closely related to legal documents: the ability to understand legal text, draw up contracts, draw up other legal actions and give legal qualifications is required, establishing connections between the norms of laws, contracts and life events. A person can spend a lot of time studying laws, but not learn to connect reality and legislation, to see legal facts in events, in which case he is not a lawyer.

Lawyers working with business receive a narrower specialization at the second level of higher education – master’s degree. The most important thing here is not memorizing codes, which you can read on your own. The life cycle of our laws is now very short, it takes five years, and the legislation in the area in which a person specializes can completely change. The theoretical and applied training received allows the lawyer to always be aware of the matter and perform assigned tasks.

In the training of masters, it is much more important to study the intricacies, details, and practice of implementing the law, which is given at master classes, including by invited specialists, and to gain an idea of ​​how legal norms are applied in judicial practice. However, a lawyer receives final polishing only during the work process. In the context of rapidly changing norms and constant changes in judicial practice, only experience and constant professional development can teach one to apply knowledge in practice.

- Which business lawyers are most in demand on the labor market? You talked about lawyers specializing in taxation, customs, corporate law...

Yes. Customs law, tax issues, and corporate law are extremely demanding and complex areas. Customs and international economic law in general are changing quite quickly. Russia's entry into the Customs Union, the Eurasian Economic Community, for example, is a significant change in legislation. A lot of new things await us in legal regulation in connection with our accession to the WTO. Here you need to constantly monitor information on duties and taxes so that the company does not have to pay more.

A very important profession is a tax consultant. Taxation is constantly changing, and a lawyer must understand that the execution of each agreement, each transaction in a certain way incurs certain tax costs for the company, sometimes very significant. For example, the provision of premises for rent to foreign citizens or organizations accredited in the Russian Federation may be either subject to taxation or exempt from it. Everything will depend on whether the legislation of the relevant foreign state or an international treaty provides for a similar procedure in relation to citizens of the Russian Federation and Russian organizations. At the same time, the list of such foreign states is determined by the Ministry of Finance of the Russian Federation.

There is a high demand for specialists representing companies in courts - arbitration courts and courts of general jurisdiction. This requires additional qualifications. Here you need to know civil, civil procedural and arbitration procedural law very well.

Everything related to real estate is in demand now. There are few such specialists, and they can claim very high wages. Here, in addition to the general norms of civil law, you need to have a very good understanding of a huge array of administrative, legal, technical and sanitary norms, land and construction law, and the regulatory documents of the local administration. And you need to understand how it is all connected. Such specialists are very rare people who have systems thinking and the ability to connect seemingly unrelated things.

There are other narrow and popular specializations: in the field of legal support of intellectual property, energy, environmental management, medical services, and sports activities. The problems of these areas are taught very little in universities, and the legislation in these areas is extremely confusing. These include technical standards, sanitary standards, and international law. People who understand this are highly valued. For a lawyer working with business, it is very important after studying at a university to find a good place to work, where you can learn a lot from more experienced specialists.

- How will the legal profession change over the next five to seven years?

Most likely, we will face serious organizational changes in the coming years. For many years now, our Ministry of Justice and the legal community have been talking about the need for reform in the provision of legal services. This reform has already begun. A law on free legal assistance has already been adopted, expanding the opportunities for citizens to receive it. The next step, more important for the legal community, is the introduction of corporate lawyers and those involved in legal consulting into the legal profession. The point is that in the future, apparently, legal services will not be able to be provided by lawyers who are not members of the bar. According to the Ministry of Justice, lawyer status imposes a lot of additional responsibilities on lawyers. These are the norms of lawyer ethics, these are clear formal relations in lawyer associations, this is the obligation to periodically provide free legal assistance. Corporate lawyers and those who work in legal consulting, according to our state, have practically no responsibilities and are involved in dubious transactions - concealing income, tax evasion. So in the near future, our corporate lawyers will have to become lawyers.

- What will change for corporate lawyers with the receipt of a new status?

I think they will be able to provide assistance to organizations as before. However, prices for their services will increase due to the increasing costs of the profession. The barriers to entry into the legal profession will become higher and more serious, since it will be necessary to separately obtain the status of a lawyer. To do this, you need to work as an assistant lawyer for at least a year or at least two years in a legal specialty, pass a qualifying exam, join the bar, and only after that engage in legal activities. Accordingly, the market will narrow, training costs will increase, which means services may increase in price. But in general, of course, companies will continue to use lawyers both in legal consulting and on their own staff, the relationship will simply become more transparent and formalized.

However, essentially the work of business-related lawyers will remain the same. After all, the task of a corporate lawyer is not to say: “allowed” - “prohibited”. He must help develop the business, make sure that it is within the law, is effective, and makes a profit.

A corporate lawyer ensures the legality of the organization’s activities, ensures the security of transactions and work with counterparties, and defends the interests of the organization. He must help develop the business, make sure that it is within the law, is effective, and makes a profit.

A corporate lawyer has to provide legal support for a wide variety of company activities in several areas.

Corporate law - a wide range of problems related to securities, statutory documents, and holding meetings of shareholders.

Labor legislation - labor contracts, orders, instructions, analysis of all documents in the field of labor relations.

And a huge block of issues related to the conclusion of contracts.

In addition, if a company is represented by a lawyer when initiating a criminal case, then in civil cases a corporate lawyer is responsible for representing the interests of the company in court.

A corporate lawyer is involved in negotiations, especially with foreign partners. By the way, for this reason, lawyers who speak English well, or better yet, some European language, are now highly valued.

Finally, the corporate lawyer bears a large share of responsibility for relations with government authorities, tax police, antimonopoly service, and customs.

The following areas of specialization for lawyers working specifically with business can be distinguished.

Firstly, these are lawyers. They are members of the Bar Association. Legal status allows them to participate in criminal trials - this is its main advantage.

Secondly, corporate lawyers. They provide legal support for all activities of a commercial company or government agency.

Thirdly, there are lawyers working in the field of legal consulting. If corporate lawyers work for a company and are engaged exclusively in serving its interests, then lawyers engaged in consulting are on the staff of specialized firms that are invited by the company to resolve certain specialized or simply complex issues. Those who work in legal consulting usually deal with a narrower area: customs legislation, construction, and certain tax issues.

There are also so-called free, or freely practicing lawyers. They are not members of the Bar Association and are not on the staff of organizations, but provide legal services as individuals.

Almost every organization has a lawyer who ensures the normal operation of the enterprise in compliance with the requirements of current legislation. The main responsibilities of a corporate lawyer and a legal adviser in both cases are aimed at this. But specialization corporate lawyer is a little different.

Corporate lawyer is a specialist who has additional knowledge about methodological and regulatory materials that allow regulating the economic and production activities of an enterprise. Distinctive Features corporate lawyer from a legal consultant are as follows:

• Corporate lawyer must develop constituent documents;
• Coordinate the work on introducing shareholder registers;
• Determine the legal basis of enterprise bodies, etc.

Corporate lawyer must also have knowledge of specialized laws, for example, the law on LLCs and JSCs, which regulates the procedure for creating the economic activities of enterprises.

Thus, the activities carried out corporate lawyer , for a legal entity is necessary and justified. She is more responsible because making professional decisions can transfer the company not to a new stage of development, but deprive it of control over the activities of a joint stock company or LLC, with the further transfer of companies under the control of other persons, along with all property rights, i.e. You could completely lose your entire business. In such cases, our professional lawyer in the field of corporate law will provide legal support for certain corporate procedures or business in general, which will definitely allow you to avoid unwanted negative consequences and raider takeovers of your business.

Recently, company managers, when deciding to hire a lawyer to the company’s staff, have sought to designate the position of this specialist as a “corporate lawyer.” This is not always justified, since in foreign legal terminology a corporation is an association of persons (shareholders), registered in accordance with the procedure established by law and recognized as a legal entity. The concept of “corporation” in Russian law most closely corresponds to the concept of “joint stock company”. It cannot be said that this concept is used lawfully in legislation and literature. But in any case, it should be remembered that the difference between the concepts of “corporate lawyer” and “enterprise lawyer” lies in the scope of the functions performed. A corporate lawyer, in addition to resolving general legal issues of an enterprise, must have a perfect knowledge of joint stock law: requirements for the creation of joint-stock companies; types of shares, procedure for their registration; rules for forming blocks of shares and making transactions with shares; stock accounting; the essence of dividend policy, etc. If in Western countries the work of a corporate lawyer is limited only to serving corporate interests, then Russian enterprises strive to have universal lawyers who will perform all other legal work at the enterprise. The job description below is compiled just for such a generalist.

I. General provisions

1. A corporate lawyer belongs to the category of specialists.

3. A corporate lawyer should know:

3.1. Regulatory and methodological materials regulating the production and economic activities of the enterprise.

3.2. Profile, specialization and features of the enterprise structure.

3.3. Civil, entrepreneurial, commercial, administrative, labor, financial, tax, ____________________, other areas of legislation.

3.4. Arbitration procedural, civil procedural law, fundamentals of criminal procedural law.

3.5. Standards for paperwork based on legal documents.

3.6. The structure of state bodies, local governments, judicial bodies.

3.7. The procedure for systematizing, recording and maintaining legal documentation using modern information technologies.

3.8. Administration Basics.

3.9. Ethics of business communication.

3.10. Economics and organization of production, labor and management.

3.11. Fundamentals of labor legislation.

3.12. Labor protection rules and regulations.

II. Job responsibilities

Corporate lawyer:

1. Carries out the development of constituent documents; ensures registration of legal entities, issues of valuable shares, amendments to constituent documents; coordinates the work on maintaining shareholder registers (by third-party organizations); determines the legal basis of the enterprise’s bodies (develops regulations on the powers of the General Meeting, on the board of directors, on the management board, on the audit commission, etc.); develops regulations on transactions related to the acquisition or alienation of property; coordinates transactions with shares of the enterprise; determines the legal basis for dividend policy at the enterprise and
carries out its coordination;

3. Provides divisions of the enterprise and individual specialists with the regulatory legal acts necessary for them to carry out their functions and responsibilities.

4. Carries out: checking the compliance with the legislation of draft orders, instructions, regulations and other legal documents submitted to the head of the enterprise for signature; checking compliance with the stages of approval of draft documents with responsible employees; approval of draft documents; issuing orders to responsible employees of the enterprise to amend or cancel acts caused by changes in federal legislation.

6. Analyzes contractual work at the enterprise, develops programs for its revision and change, checks the status of contractual work in the structural divisions of the enterprise.

9. Prepares applications, applications and other documents to obtain licenses and permits necessary for the activities of the enterprise.

10. Participates in the development of documents related to issues of ensuring the safety of the enterprise’s property (liability agreements; instructions establishing the procedure for the receipt and acceptance of material assets at the enterprise, accounting for their movement; instructions for accounting for the release and release of finished products;

etc.); checks and endorses employee liability agreements.

11. Verifies the legality of the dismissal and transfer of employees, and the imposition of disciplinary sanctions on them.

13. Represents on behalf of the enterprise in state supervisory authorities authorized to consider cases of administrative offenses detected at the enterprise; prepares and sends complaints against the actions of officials of state supervisory authorities, against administrative penalties unlawfully imposed on the enterprise.

14. Provides written and oral consultation to employees of the enterprise on various legal issues, provides legal assistance in drawing up legal documents.

III. Rights

A corporate lawyer has the right:

1. Request and receive from structural units information, reference and other materials necessary to perform the duties provided for in this job description.

2. Conduct independent correspondence with state, municipal and judicial authorities on legal issues.

3. Represent the enterprise in the prescribed manner in government bodies, other institutions and organizations, on legal issues.

4. Give structural units and individual specialists mandatory instructions on legal issues.

5. Take measures when violations of the law are detected at the enterprise and report these violations to the head of the enterprise to bring those responsible to justice.

6. In agreement with the head of the enterprise, attract experts and specialists in the field of law for consultations, preparation of opinions, recommendations and proposals.

7. Get acquainted with the documents defining his rights and responsibilities for his position, the criteria for assessing the quality of performance of official duties.

8. Submit proposals for improvement of work related to the responsibilities provided for in these instructions for consideration by management.

9. Require the management of the enterprise to provide organizational and technical conditions and prepare the established documents necessary for the performance of official duties.

IV. Responsibility

A corporate lawyer is responsible for:

1. For improper performance or failure to fulfill one’s job duties provided for in this job description - within the limits established by the current labor legislation of the Russian Federation.

2. For offenses committed in the course of their activities - within the limits established by the current administrative, criminal and civil legislation of the Russian Federation.

3. For causing material damage to the enterprise - within the limits established by the current labor and civil legislation of the Russian Federation.

A corporate lawyer is a specialist whose tasks include resolving all legal issues arising as a result of the activities of a legal entity. A specialist in the field of corporate law analyzes all transactions and actions of the company for possible risks and negative legal consequences.

Legal support for the company also includes preventing conflicts with competitors, government authorities and other economic entities.

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Konstantin Somov

I own a small business, but despite this, I simply cannot do without the help of a corporate lawyer. Drawing up all the draft corporate documents is, to be honest, a dark forest for me. Igor Aleksandrovich and employees from the company TRIUMPH Law Firm run my company: drawing up all agreements, contracts, protocols, changes to constituent documentation, checking counterparties, etc. Without such help it is impossible to conduct business effectively. I want to thank you for this review. Thank you!

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Continuation of the article

The responsibilities of a corporate lawyer are quite varied:

1. development of legal aspects of all business processes;

2. monitoring compliance with regulatory requirements by all divisions of the company;

3. legal support when creating new projects;

4. development of tactics for protecting assets from attacks by interested parties;

5. research of economic and market conditions in order to detect potential sources of threats to the company’s activities;

6. professional assessment of documents accompanying the development of investment projects.

The basis for the professional activity of a lawyer is corporate law, which regulates the relationships between business participants.

The ideal option is when a lawyer accompanies the company from the moment of registration of the legal entity and the creation of primary documents. In this case, the specialist will be able to immediately build a competent system of legal analysis, optimize tax payments and ensure effective placement of personnel.

The specifics of the work of a corporate lawyer depend on the field of activity of the company in whose interests he carries out his professional duties.

Participation of a corporate lawyer in litigation

A corporate law lawyer will help in resolving controversial situations that arise in the course of a company’s business activities through the courts.

A specialist who defends the interests of a company in litigation must be familiar with all the nuances of corporate law and have practical experience in resolving disputes in court.

An experienced lawyer will file a statement of claim and also appeal the court decision to the appellate or cassation instance.

The services of a corporate lawyer are necessary for drawing up legal documents regulating the activities of the company and contracts with counterparties; legally correct execution of documents allows you to avoid litigation and termination of transactions. A lawyer will help you choose the organizational and legal form of the company’s activities, develop and draw up constituent documents, and submit them to the registration authority. Reorganization of a legal entity with the participation of a specialist will be faster and with minimal costs.

The assistance of a corporate lawyer is required in the following difficult situations:

1. appealing decisions made by the founders;

2. recognition of transactions as invalid;

3. when attempting raider takeovers and takeovers;

4. challenging the results of the issue of securities;

5. violation of the legal rights of shareholders.

The services of a corporate lawyer help minimize the risks that arise in the process of doing business.

A professional lawyer is well acquainted with the content of the Civil and Civil Procedure Code, regulations in the field of regulating the activities of legal entities.

Services of a corporate lawyer of the company "UK TRIUMPH"

Specialists of the company "UK TRIUMPH" will help organize legal support for your business. We will help you register a new legal entity of any organizational and legal form (LLC, CJSC, OJSC) or as an individual entrepreneur. If necessary, our lawyers will prepare documents to amend the constituent documents or assist in obtaining urgent extracts from the Unified State Register of Legal Entities.