Study On Establishment And Improvement Of Corporate Counsel System In China

As the important part of the legal system, corporate counsel system in developed capitalism market economy country has been used by major industry as a core management system. Corporate counsel is lawyer hold bar practice certificate, working for a single company or other enterprise and providing advice on legal matters related to business activities. In the 25 years after China resumed lawyer system, the number of lawyer increases rapidly. But the type of lawyer is relatively single, not only lack of government lawyer, but also in need of corporate counsel. This is inconsistent with the requirement of building of a national legal system.With the promotion of nationwide pilot work for corporate counsel in recent years, this system gradually having been known and understood. This is most essential to introduce and transplant foreign advanced system for the purpose of establishing our corporate counsel system; it is also the inevitable requirement of development of market economy and building a socialist country governed according to law. But due to the type of lawyer is relatively single for a long time. While in the process of corporate counsel experimentation, we should learn from advanced lawyer system abroad and draw on their experience. These are effective step in establishment and development of lawyer system and lawyer profession. Corporate counsel system has gradually become the new subject in the filed of lawyer system research in recent years. On one hand, the study of this paper is to respond the society-developing trend; on the other hand, it is also author's contribution to legal construction of China..The article majors in the development of corporate counsel system in our country, from the concept and the history, to the general frame, point out the goal of its development, and finally proposed the concrete measure, elaborated logically the question of corporate counsel in China.The paper consists of three chapters. The concrete contents present and discuss below:The opening chapter gives a general overview of the subject; include the concept of corporate counsel and the evolution of corporate counsel. In the first place, the author mainly defines the concept of corporate counsel and distinguishes several confusable definitions with corporate counsel, such as social lawyer,government lawyer and legal advisory. Then introduce the development situation of corporate counsel in foreign countries and expand the pilot work of corporate counsel in China in details. Author also analyzes the background of the appearance the corporate counsel. It comes down to three reasons: the development of Socialism market economy and the sound of legal system construction; The increasing demand for legal service by company and other enterprise; The in-house legal adviser couldn't satisfied the need of business enterprises. But it laid a solid foundation for the growth of corporate counsel system.The second chapter analyzes the recurrent problem in the process of corporate counsel experimentation. It falls into two parts. In part one, author discusses the confliction between the current law of lawyer and the pilot work of corporate counsel. This information includes the definition and the limitation of lawyer against the current regulations of corporate counsel. Therefore cause corporate counsel lost legal basis to exist. Part two is about the contradiction between corporate counsel and other legal entity, which includes the conflict on the business with social lawyer and double function with legal adviser of enterprise.In chapter three, the main part of the paper, author states the general frame of corporate counsel and systematically analyzes the key problems during the establishment of corporate counsel. Then put forward homologous solutions on this foundation. On the function of corporate counsel, author produces three supplementary duties apart from the regulations of Justice department. As the guide for operational system, the main working principle consists of following parts: the principle of handling affairs by law; safeguarding the legitimate rights and interests of enterprise; serving the enterprise specially; putting prevention and management first; confidentiality policy.Corporate counsel is not only a lawyer but also an officer in company; therefore he or she has both basic rights and duties due to double position. Author suggests that corporate counsel should be endowed with the right of investigation especially the right to investigate in non-litigation affairs. In the aspects of obligation, author holds the opinion that except for fidelity and confidentiality, the benefits conflict is worthy of drawing attention. For the management system of lawyer, the management system of social lawyer is firstly stated, then the article analyses the method used in the pilot work of corporate counsel. Finally, author comes up with three-combine management system of corporate counsel. Judicial administrations have also formulated regulations on the qualification and practice activity of corporate counsel. The company is responsible for the daily business of corporate counsel and welfare treatment; etc. When it comes to association of lawyer, a non-profit organization, is mainly undertaking communication and training program between lawyers.The next part brings out several opinions and advices on how to establish the suitable operational mechanism of law department. The author introduces the advanced method of Chunlan Corporation in Jiangsu province, and explains the important function of general counsel in law department. The following section discusses the necessary qualification for corporate counsel profession and the institution to grant qualification. To become a corporate counsel, the precondition is passed the bar examination and hold the certificate for legal profession. For the problem of interchange in corporate counsel, author suggests that it should be added in the amendment of lawyer law.