Workflow
10年资深律师,详解法律尽职调查全流程
梧桐树下V·2025-08-04 10:12

Core Viewpoint - The article emphasizes the importance of legal due diligence in corporate operations, particularly focusing on the verification of company qualifications, internal governance, and compliance with legal regulations [2][4][8]. Group 1: Subject Qualification - Verification of essential licenses and permits is crucial for legal compliance, including business licenses, tax registration, and social security registration [2]. - Any missing documentation can pose significant obstacles to business operations [3]. Group 2: Internal Governance - The governance structure must be assessed through company bylaws and meeting records to ensure effective operation and protection of shareholder rights [4]. - Special attention should be given to family-owned businesses and the unique challenges they present during different stages of corporate development [4]. Group 3: Equity and Capital Structure - A thorough investigation of equity arrangements, including pledges and restrictions, is necessary to understand the company's financial health [6]. - The process of equity changes, including pricing and actual payments, must be scrutinized to avoid issues related to capital contributions [6]. Group 4: Business Operations - Key areas of focus include the stability of core business activities, qualifications for operations, and any potential conflicts of interest among major stakeholders [7]. - The impact of significant debts and liabilities on mergers and acquisitions should be carefully evaluated [7]. Group 5: Asset Verification - Companies must ensure that asset ownership is clear and that there are no disputes regarding rights or ownership [8]. - Important assets such as real estate, intellectual property, and investments should be verified against official records [8]. Group 6: Compliance and Legal Issues - The legality of business operations must be confirmed across various domains, including tax, environmental regulations, and product safety [8]. - The compliance status of key personnel, including shareholders and executives, should also be assessed to identify any legal risks [8]. Group 7: Course Overview - The article outlines a course on legal due diligence that covers essential concepts, processes, and the application of AI tools to enhance efficiency in due diligence practices [10][12]. - The course aims to address common challenges in due diligence and provide solutions for effective legal compliance [12][13].