RESEARCH ON THE DIFFERENCES IN THE PROFESSION OF «CORPORATE LAWYER» IN RUSSIA AND THE UNITED STATES OF AMERICA

ABSTRACT

The article is devoted to the study of the peculiarities of the profession of “corporate lawyer” in Russia and the USA in the context of the transformation of legal systems and the increasing regulatory pressure on business. The purpose of the research is to characterize the similarities and differences in the profession of corporate lawyer in the two countries. The historical prerequisites for the formation of the profession are identified; the functions, status, and requirements for corporate lawyers are described; the ethical foundations and mechanisms of professional regulation are clarified. Through comparative analysis, common features of the profession related to ensuring the legal protection of business are established, as well as differences determined by the specifics of the legal systems: in Russia, the dominance of codified law and the versatility of the lawyer’s functions are emphasized, while in the USA, reliance on judicial precedents, the institutionalization of the licensing system, and the narrow specialization of corporate lawyers are highlighted. The results obtained make it possible to specify the role of corporate lawyers in modern management.

АННОТАЦИЯ

Статья посвящена исследованию особенностей профессии «корпоративный юрист» в России и США в условиях трансформации правовых систем и усиления регулятивного давления на бизнес. Цель исследования – охарактеризовать сходства и различия профессии корпоративного юриста в двух странах. Выделены исторические предпосылки становления профессии, охарактеризованы функции, статус и требования к корпоративному юристу, уточнены этические основы и механизмы регулирования деятельности. Путем сравнительного анализа установлены общие черты профессии, связанные с обеспечением правовой защиты бизнеса, а также выявлены различия, определяемые спецификой правовых систем: в России ярко выражены доминирование кодифицированного права и универсальность функций юриста, в США выражены опора на судебные прецеденты, институционализация системы лицензирования и узкая специализация юристов в корпоративной сфере. Полученные результаты позволяют уточнить роль корпоративного юриста в современном управлении.

Keywords: corporate lawyer, legal profession, legal systems of Russia and the USA, comparative study of corporate legal practice, professional requirements for corporate lawyers, lawyer’s status, regulation of the legal profession in the USA, corporate law in Russia.

Ключевые слова: корпоративный юрист, профессия юриста, правовые системы России и США, сравнительное исследование корпоративной юридической практики, профессиональные требования к корпоративному юристу, статус юриста, регулирование юридической профессии в США, корпоративное право в России.

Introduction. Contemporary economic development is characterized by a rapid expansion of business activity, which in turn leads to the inevitable complication of economic processes, the globalization of markets, and the emergence of digital governance models. At the same time, the accelerating pace of global business transformation has intensified regulatory pressure, reflected in the tightening of corporate, tax, antitrust, and labor legislation. Against this backdrop, the role of the corporate lawyer has gained particular significance, serving not only as a guarantor of legal compliance but also as a strategic actor advancing the company’s long-term interests.

In this context, the study of the corporate lawyer profession acquires particular relevance, as its formation and development have followed divergent trajectories in different countries. For instance, in Russia, the profession of corporate lawyer has become institutionalized relatively recently, largely under the influence of the economic transformations of the 1990s and the subsequent reform (including the expansion) of corporate law. In the United States, by contrast, the corporate lawyer is a historically established profession, shaped by the characteristics of a capitalist economy and closely linked to the development of joint-stock companies, capital markets, and compliance institutions. From a comparative perspective, questions regarding the corporate lawyer’s role within company management, their status, and professional competencies remain open. Looking ahead, in both countries—Russia and the USA—corporate lawyers perform functions related to the legal protection of business, risk minimization, and participation in strategic planning. At the same time, the specificities of the countries’ legal systems, the mechanisms regulating the legal profession, and the historical paths of its development have determined notable differences. In light of the foregoing, examining the differences in the corporate lawyer profession within the legal systems of Russia and the USA is of particular scholarly importance.

The aim of this study is to characterize the similarities and differences in the profession of corporate lawyer in Russia and the United States.

Research Methodology. The theoretical and methodological foundation of this study comprised both theoretical and empirically descriptive approaches. Drawing on scientific literature, these methods enabled the identification of characteristic similarities and differences in the professional activities of corporate lawyers in Russia and the United States. Specifically, theoretical, descriptive, and comparative analyses were employed, conducted according to several criteria: (1) general features of the corporate lawyer’s professional activity; (2) the specifics of legal systems shaping the foundations of the profession; (3) professional requirements for corporate lawyers; (4) their status within companies; and (5) areas of specialization.

Results and discussion. Before examining the country-specific characteristics and particularities of the corporate lawyer profession, it is useful to provide a general description of the role. In contemporary understanding, a corporate lawyer is not merely a specialist responsible for the legal support of a company, but a strategic partner actively involved in risk management, decision-making processes, and the formulation of long-term business development strategies.

Thus, the activities of a corporate lawyer extend far beyond mere legal support and encompass a wide range of tasks across various functional areas; collectively, these tasks define the core characteristics of the corporate lawyer profession (Figure 1):

Figure 1. Core characteristics of the corporate lawyer, compiled by the author

Referring to Figure 1, it is important to note that, in international practice, the corporate lawyer is regarded as an “in-house counsel,” whose activities differ from those of litigation and advocacy practice. In this capacity, the corporate lawyer integrates legal expertise with business understanding and ensures the application of law and legal norms within the corporate environment. As noted previously, in the United States, the corporate lawyer profession developed in the context of the strong influence of joint-stock companies, financial markets, and a well-established system of corporate regulation. In Russia, by contrast, the corporate lawyer has emerged as a “product” of the post-Soviet economy, where the demand for such specialists arose alongside the establishment of market mechanisms for private business and the corresponding legal framework. As N.I. Gaydaenko-Sher observes, a modern corporate lawyer must not only serve as a legal expert but also act as an active participant in the dispute resolution system, being prepared to propose more economical and efficient forms of interaction for the business—alternative methods of conflict resolution [3, р.66-76].

Building on the characteristics of corporate lawyers in Russia and the United States, and beyond the historical context, author turn to the main functions, status, and challenges associated with the institution of the corporate lawyer (Table 1):

Table 1.

 Comparative analysis of the general features of the corporate lawyer profession in Russia and the USA

It should be noted that in the majority of companies in both Russia and the United States, corporate lawyers perform fundamentally important functions and, in terms of the qualities required of the specialist, are expected to demonstrate leadership readiness. According to O.Y. Kostenko and I.D. Belonovskaya, in this way, the corporate lawyer supports the integration of legal protection and business strategy into an effective system for sustaining the enterprise [5, р.79-84].

Based on Table 1, the profession of corporate lawyer in both countries exhibits both common features and differences. Focusing on the latter, it should be noted that the differences in the corporate lawyer profession stem from the requirements imposed on it, including education, licensing, professional regulation, and ethical standards.

Thus, in Russia, lawyers are required to:

•  hold a higher legal education (bachelor’s or master’s degree);
• for advocacy practice, have at least two years of professional experience or complete an internship;
• for corporate lawyers, there are no licensing requirements, meaning that a lawyer may work within a company without holding attorney status.

In Russia, the activities of lawyers are regulated through general legislation; unlike the bar, the corporate lawyer profession does not have a dedicated federal law. There are also no unified standards or codified competencies; the work of corporate lawyers is governed by employment contracts and internal corporate regulations. Efforts toward institutionalization are being undertaken by the Association of Corporate Lawyers, established in 2003, which develops professional guidelines and codes of practice [2, р.44-53; 4, р.90-92].

From an ethical perspective, Russia operates under the Code of Professional Ethics for Attorneys; however, its provisions do not extend to corporate lawyers. As a result, ethical matters are primarily internal to the firm, being determined by company codes, protection principles, and internal business policies. As A. Vasyaev notes, unlike in EU countries and the USA, Russia lacks a unified code of professional ethics for lawyers, which leads to insufficient regulation and a diminished level of trust in the profession [8, р.1297-1311].

In the United States, the corporate lawyer profession is more regulated and formalized. First, completion of a law school accredited by the American Bar Association (ABA) is required; second, obtaining a Juris Doctor (JD) degree is standard; and third, admission to practice requires passing the Bar Exam in the specific state, which is a prerequisite for beginning legal practice.

Accordingly, the activities of lawyers are more strictly regulated; corporate lawyers, like all attorneys, are required to hold a license to practice law. Their professional activities are governed by state legislation as well as by professional associations, such as the ABA and ACC. From an ethical standpoint, the United States has a well-developed system of professional ethics codes, established at the association level and uniformly applied. Failure to comply with these ethical standards can result in disciplinary measures, including license revocation, meaning that a lawyer must not only consider the business’s interests but also adhere to legal requirements [1, р.176-191; 8, р.1297-1311].

Figure 2. Comparative analysis of the common law and civil law systems, compiled by the author

As I.V. Bondarenko rightly notes, the American system is characterized by decentralization and reliance on precedents, which expands the role of the corporate lawyer as an intermediary between the law and business practice, and undoubtedly enhances their ability to perform predictive and analytical functions [1, р.176-181]. Similarly, the status of the corporate lawyer within the company also varies. In the United States, it is common for the corporate lawyer to act as the chief legal advisor, participating in and influencing key decisions through legal support. In Russia, the system is structured so that the need for a corporate lawyer is more limited and does not always carry a strategic role, yet remains important. According to M.S. Gorbunov, the Russian model of the legal profession generally remains more restricted in rights and responsibilities compared to the American model, in which the lawyer assumes broader responsibilities and is perceived as a permanent advisor and protector acting in the company’s interests [4, р.90-92].

Conclusion. Thus, the conducted comparative study demonstrates the existence of both commonalities and differences in the profession of corporate lawyer in Russia and the United States. At the level of common features, the purpose and significance of the profession remain consistent: in both the USA and Russia, the corporate lawyer primarily serves as a professional responsible for the legal support of business, acting as a link between the enterprise and the legal system. Given the increasing regulatory pressure on business, the demand for corporate legal services is indisputable. However, when examining the details, differences in the activities of corporate lawyers become apparent:

1. In general terms, in Russia, the activities of corporate lawyers often have a “service-oriented” nature, being largely limited to document management and litigation support. In the United States, by contrast, the corporate lawyer acts as a strategic business partner, influencing corporate culture and other key aspects of the enterprise.
2. At the level of legal systems, in Russia, the activities of corporate lawyers are primarily focused on interpreting laws and codes, whereas in the United States, they involve active engagement with precedents and court decisions, with particular attention to differences among state laws.
3. At the level of professional requirements, the United States exhibits more pronounced standards regarding licensing, formal qualifications, degree attainment, and adherence to ethical codes.
4. At the level of corporate status, in Russia, a lawyer is typically a subordinate, performing tasks in a relatively passive manner; in the United States, a lawyer is also a subordinate but actively participates in business operations.
5. From the perspective of specialization, corporate lawyers in the United States engage in more narrowly focused activities.

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