法律尽调五维框架与AI提效指南

Core Viewpoint - The article emphasizes the importance of legal due diligence in corporate transactions, highlighting key areas of focus such as entity qualifications, internal governance, equity structure, business operations, asset ownership, and compliance with legal regulations [1][4][8][10][13]. Group 1: Entity Qualifications - Verification of necessary licenses and permits for legal establishment and operation, including business licenses, tax registration, and social security registration [1]. - Special attention is required for the qualifications of branches and subsidiaries [3]. Group 2: Internal Governance - Examination of governance documents, meeting records, and the independence of departments to ensure effective operation and protection of shareholder rights [4]. - The governance structure must be robust, especially for IPOs and mergers, with a focus on any special provisions that may hinder mergers [4]. Group 3: Equity Structure - Investigation of equity arrangements, including ownership status, pledges, and any restrictions on rights [6]. - Key focus on the procedures and pricing of equity changes, ensuring actual payment and compliance with regulations for state-owned enterprises [6]. Group 4: Business Operations - Assessment of the main business activities, changes in operations, qualifications, and any potential conflicts of interest or related transactions [8]. - Important issues include the stability of business operations and the impact of significant debts on mergers [8]. Group 5: Asset Ownership - Verification of clear ownership of assets, including real estate, intellectual property, and any disputes regarding ownership [10]. - Key areas of focus include the acquisition of rights and any restrictions, particularly concerning payment for assets [10]. Group 6: Legal Compliance - Evaluation of the company's compliance with various legal requirements, including tax, environmental, and labor laws, as well as any significant litigation or arbitration [13]. - Assessment of the qualifications of key personnel and any legal issues they may face [13].