Every company operates within a legal framework from the very first day of its operation. Registration, member decisions, contracts with counterparties, labor relations, reporting, and audits—each of these processes is governed by legal requirements, violation of which can result in fines, disputes, and loss of assets.
This is why corporate counsel today is a fully-fledged participant in business management. Below, we'll explore who a corporate lawyer is, what tasks they perform, what their work looks like in practice, and why more and more companies are entrusting this function to professional consulting.
Who is a corporate lawyer?
A corporate lawyer is a specialist who provides legal protection for a company from within: supporting its activities, formalizing management decisions, overseeing contracts, and protecting the interests of the business in its dealings with partners, employees, and government agencies.
Unlike a lawyer, who is approached with a one-time problem, a corporate lawyer works proactively. They understand the company's structure, its stakeholders, key counterparties, and the specifics of the industry, so they can assess the consequences of a decision before it is made.
A corporate lawyer can be an in-house employee, a company's legal department, or an external legal team working under a support contract. The tasks are the same in each case, but the cost, depth of expertise, and reliability of results vary.
What does a corporate lawyer do?
The scope of a corporate lawyer's responsibilities depends on the company's size and scope of operations. Typically, it includes the following areas:
- Corporate governance – preparation of participant resolutions and minutes of general meetings, amendments to constituent documents, change of management, change of legal address, change of names, entry and exit of participants, transactions with shares.
- Contractual work – development, review, analysis and approval of contracts, risk assessment under the terms of the transaction, protocols of disagreements and additional agreements.
- Counterparty due diligence – analyzing the reliability of partners before concluding a deal, verifying the signatories' authority, and verifying the availability of necessary permits and licenses.
- Labor relations — employment contracts, employer’s acts, personnel procedures, hiring, transfer and dismissal of employees, preparation for inspections.
- Interaction with government agencies – responding to inquiries, supporting inspections, appealing acts, orders, and administrative fines.
- Claims and litigation work – claims, lawsuits, debt collection, representing the company's interests in court and defense in enforcement proceedings.
- Legal monitoring – tracking legislative changes and promptly adapting the company's internal documents and processes.
Corporate lawyer in modern realities
The role of corporate counsel has changed significantly in recent years. While previously, the primary expectation was for proper document preparation, today's businesses expect lawyers to be fast, understand transaction economics, and be able to navigate the digital landscape.
1. Legislation is constantly changing. Tax, labor, corporate, and administrative legislation in the Republic of Kazakhstan is regularly updated. A change missed today could result in a fine or invalidation of a transaction tomorrow. A corporate lawyer monitors these changes and prepares the company for new requirements in advance.
2. Document flow has become electronic. Contracts are signed with digital signatures, registrations are completed through the e-government portal, and interactions with government agencies are increasingly conducted online. This speeds up work, but increases the cost of error: a document signed with an electronic signature without verification carries the same legal consequences as a paper one.
3. Managerial responsibility has increased. The top executive and company members increasingly bear personal risks for decisions made without proper legal review. Properly documenting management decisions protects not only the company but also those who manage it.
4. Business expands beyond the boundaries of a single jurisdiction. Working with foreign counterparties, investors, and platforms, including within the AIFC, requires a lawyer to understand various legal regimes and be able to structure a transaction so that the company's interests are protected in any of them.
5. Lawyers are expected to provide business solutions, not just prohibitions. A modern corporate lawyer doesn't limit himself to saying "you can't do that." His or her job is to offer a legal way to achieve business goals with minimal risk and expense.
How it works in practice
A corporate lawyer's work involves dozens of daily tasks, most of which go unnoticed by the business as long as they're completed on time. Here are a few typical situations.
A major new contract. The company receives a draft contract from a supplier for a significant amount. A lawyer checks the counterparty, identifies unilateral price changes and excessive penalties for the buyer, and prepares a protocol of disagreements. The deal is concluded on balanced terms.
Director change and new shareholder entry. The lawyer prepares the shareholders' resolution, a new version of the charter, a share purchase agreement, and oversees the re-registration process. Everything is completed within the established timeframe, without refusals from the registration authority or subsequent corporate disputes.
Government agency audit. The company receives notification of the audit. A lawyer reviews documents in advance, prepares responses to inquiries, attends the audit, and, if necessary, appeals its results.
Dispute with an employee. The employee is disputing his dismissal. Thanks to the fact that the HR procedures were developed by a lawyer from the very beginning, the company has a complete set of documents confirming the legality of its actions.
Actions of the bailiff. The company's accounts have been frozen. A lawyer promptly analyzes the legality of the bailiff's actions, prepares a complaint, and secures the lifting of the unjustified restrictions to prevent the business from shutting down.
In-house counsel or outside corporate counsel
Large companies can afford to maintain an in-house legal department. For small and medium-sized businesses, the optimal solution is increasingly becoming an external corporate lawyer—a consulting firm that takes on this function.
| Criterion | Staff lawyer | Corporate lawyer at Egsat consulting |
|---|---|---|
| Expenses | Salary, taxes, vacation pay, workplace, training | Fixed monthly payment under the contract |
| Expertise | One specialist with a limited profile | A team of lawyers in various areas of law |
| Availability | Vacation, illness or dismissal stop work | Continuous support; if necessary, a specialist is replaced by a colleague |
| Judicial experience | Depends on the specific employee | Regular practice in courts and enforcement proceedings |
| Responsibility | Disciplinary | Fixed in the support agreement |
Why does a business choose a corporate lawyer from a consulting firm?
An external corporate lawyer combines the key advantage of an in-house specialist—in-depth knowledge of the company—with the capabilities of a professional law firm. The business gains a teamthat has handled similar issues for other clients and knows how to resolve them quickly and with minimal risk.
The company pays for results, not for the employee's presence in the office, and can flexibly change the scope of services depending on current tasks.
Egsat consulting provides corporate legal services for companies in Kazakhstan, from corporate governance, contractual work, and HR management to litigation, representation in court, and defense in enforcement proceedings. Contact us, and we will offer a tailored approach to your business.
