准备搞股权投资，得先把这55个问题理清楚

Core Viewpoint - The article emphasizes the practical utility of the "Private Equity Investment Handbook," which covers essential aspects of due diligence, risk management, investment agreements, and dispute resolution in private equity investments [1][3]. Group 1: Due Diligence - The first chapter introduces the main processes and methods of due diligence in equity investment, focusing on the "Four Cores" of business due diligence, "Five Definitions" of financial due diligence, and "Six Dimensions" of legal due diligence [6]. - The chapter provides a detailed breakdown of the "Four Cores" of business due diligence, which includes business and product analysis, industry segmentation of the target company, research and development capabilities, and core competitiveness [6]. - Practical examples, such as Muddy Waters' "Seven Axes" for due diligence, illustrate how to conduct thorough investigations, including document review, related party checks, field research, and supplier inquiries [8]. Group 2: Risk Management - The second chapter outlines three common business risks, four financial risks, and ten legal risks associated with equity investments, along with valuation risks and risk mitigation strategies [10]. - The chapter is rich in case studies, providing practical insights into resolving issues related to the coherence, authenticity, and legality of business logic [10]. - It addresses shareholder verification issues by examining three practical problems encountered during IPO processes, highlighting lessons learned from previous cases [12]. Group 3: Investment Agreements - The third chapter discusses the types and functions of equity investment agreements, detailing nearly 30 key clauses across eight categories and providing sample clauses for practical application [13]. - It emphasizes the importance of valuation adjustment clauses to manage potential issues arising from short-term performance pressures on target companies [13]. - Additional key clauses covered include anti-dilution clauses, mandatory sale rights, tag-along rights, priority liquidation rights, and restrictions on equity transfers [15]. Group 4: Bet and Buyback Clauses - The fourth chapter focuses on the design of bet clauses, detailing six dimensions including the parties involved, conditions, buyback periods, and methods [16]. - It raises questions about the legal effectiveness of buyback claims triggered by bet conditions and whether such agreements must be disclosed before an IPO [17]. Group 5: Dispute Resolution - The fifth chapter examines seven types of disputes related to bets and buybacks, analyzing numerous case studies to elucidate current judicial reasoning [19]. - It highlights the challenges faced when bet conditions are ambiguous, leading to conflicting interpretations by the parties involved [20]. - The chapter systematically compares practical and theoretical aspects of disputes arising from bets and buybacks, making it engaging for readers [20].