Workflow
法律尽调如何把传统模式和AI工具结合起来?
梧桐树下V·2025-07-18 09:37

Core Viewpoint - The article emphasizes the importance of legal due diligence in corporate operations, focusing on various key modules that need to be verified to ensure compliance and mitigate risks in business transactions [1][4][13]. Group 1: Subject Qualification - Verification of necessary licenses and certificates for legal establishment and operation, including business licenses, tax registration, and social security registration [1][2][3]. - Attention should be paid to the qualification checks 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]. - Special attention to any restrictive provisions in the articles of association that may hinder mergers and acquisitions [4]. Group 3: Equity and Capital Structure - Investigation of equity arrangements, including pledges, restrictions, and any changes in capital structure [6]. - 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 stability of core business operations, qualifications, and any potential conflicts of interest or related party transactions [8]. - Evaluation of significant debts and their implications for mergers and acquisitions [8]. Group 5: Assets and Intellectual Property - Verification of asset ownership, ensuring clarity and absence of disputes, particularly for real estate and intellectual property [10][11]. - Special attention to the acquisition and restriction of rights, especially regarding payment for assets [10]. Group 6: Legal Compliance and Litigation - Review of the company's compliance with various legal requirements, including tax, environmental, and labor laws, as well as any significant litigation or arbitration cases [13]. - Examination of the qualifications of key personnel and any potential conflicts of interest [13]. Group 7: Course Overview - The article outlines a course on legal due diligence, covering definitions, applicable scenarios, and key processes [14][15]. - The course includes modules on critical areas of investigation and the use of AI tools to enhance due diligence efficiency [20].