当企业外部的资本防线得以构建，内部的家庭财富传承风险同样不容忽视。作为上海市公证协会副会长，张磊分享了婚姻家庭变动下的传承风险与公证保 障，他指出，法定继承虽保障平等，却可能导致企业股权分散、控制权旁落；遗嘱继承可实现定向传承，却可能因真实性争议引发家族内讼，令企业陷入 僵局；生前赠与则可能造成控制权过早失控。 企业在追求增长与扩张的道路上，融资往往是其关键的助推器，但那份承载希望的投资协议，很有可能藏着严苛的对赌，其中复杂的条款可能会悄悄稀释 企业创始人的控制权，而股权的传承更可能在婚姻家庭变动中陷入僵局。这些隐形的风险，正成为许多企业从成长到传承路上最真实的挑战。 针对这些错综复杂的风险，12月16日，一场聚焦"企业融资风险防控与权益保护"的企业家交流活动在小就是大商学院圆满举办。这场活动为企业掌舵人提 供从资本博弈到财富传承的系统化策略，构建一道稳固的企业与家庭的双重防线。 上海 领衔律师事务所 张峪 作为兼具资深律师与一线投资机构背景的复合型专家，张峪律师从融资环境认知、核心条款解析、控制权实战防御、谈判技巧博弈、案例复盘以及行动工 具清单这六大模块展开分享，为企业家构建一套从认知到实战的完整融资法律 ...

Core Viewpoint - The company, Real Bio, is attempting to restart its IPO process after facing significant challenges, including product sales decline, channel disruptions, and financial strain, following the loss of pandemic-related benefits and key partnerships [1]. Group 1: Product Dependency - Real Bio's sole commercial product, Azvudine, has seen a drastic decline in market demand post-pandemic, leading to inventory write-downs of approximately 353 million yuan in 2023 and an additional 34.86 million yuan in 2024 [2]. - The inventory value plummeted from 131 million yuan at the end of 2023 to 17 million yuan by mid-2025, highlighting the company's reliance on a single product without a robust pipeline for future growth [2]. Group 2: Channel Disruption and Revenue Collapse - The partnership with Fosun Pharma, which provided exclusive commercialization rights for Azvudine, ended in September 2024, resulting in a revenue drop of over 90% in the first half of 2025, with only 16.53 million yuan generated [3]. - The company is now struggling to establish its own sales team, which consists of 29 members and 65 distributors, but the effectiveness of this self-built channel remains limited [3]. Group 3: Financial Strain and Debt Pressure - Real Bio's financial situation is dire, with a total asset of 390 million yuan and total liabilities reaching 1.65 billion yuan, resulting in an alarming debt-to-asset ratio of 422% [4]. - The company faces a significant repayment obligation to early investors if it fails to go public by July 5, 2026, which could trigger a debt default given its current cash position of only 5.005 million yuan against short-term bank borrowings of 102 million yuan [4]. Group 4: Conclusion - The transition from a "pandemic star" to a "debt-laden" entity illustrates the common challenges faced by pharmaceutical companies that rely heavily on a single product and short-term gains [5]. - With less than a year remaining before the deadline for the buyback clause, Real Bio must demonstrate its ability to generate sustainable revenue to regain investor confidence [5].

Group 1 - Many founders believe they understand financing after reading a few books or attending some courses, but this superficial knowledge can lead to significant pitfalls in the capital game [6][9] - The importance of hiring a financing advisor is emphasized, as they can help navigate the complexities of fundraising and avoid common mistakes [5][14] - Founders often fail to present the financial data and compliance issues that investors care about during pitches, focusing instead on product features and team strengths [7][10] Group 2 - Due diligence is not just about preparing documents; it involves identifying potential issues that could derail financing, such as unclear equity structures or hidden liabilities [9][10] - Advisors can conduct mock due diligence to uncover potential risks and help resolve them before presenting to investors [10][12] - Many founders overlook critical terms in term sheets, which can lead to unfavorable conditions that affect their control and financial outcomes [12][13] Group 3 - A good financing advisor can help founders secure better valuations and more favorable terms by leveraging their industry knowledge and investor connections [15][16] - Advisors can save time for founders by managing the fundraising process, allowing them to focus on business operations [17][18] - Advisors can help avoid hidden pitfalls that may only become apparent after the deal is closed, ensuring that terms are favorable and sustainable [18][19] Group 4 - The right financing advisor should be seen as a long-term partner who understands the industry and can provide ongoing support throughout the fundraising process [20][21] - Key qualities of a good advisor include having extensive capital market resources, understanding the specific industry, and being willing to support the company through multiple funding rounds [21][22][23] - Engaging an advisor early in the process can help set a solid foundation for future fundraising efforts and avoid initial missteps [26][27] Group 5 - Advisors can assist in structuring equity and clarifying business models at the seed or angel round stage, which is crucial for attracting initial investment [27][28] - During A and B rounds, advisors can help overcome growth challenges and connect with strategic investors who can provide both capital and industry resources [29][30] - In the C round or Pre-IPO phase, advisors play a critical role in ensuring compliance and preparing for the listing process, which is essential for successful market entry [31][32]

Core Viewpoint - The article emphasizes the practicality and value of the "Private Equity Investment Handbook," which covers essential aspects of due diligence, risk management, investment agreements, and dispute resolution in private equity investments [3][19]. Summary by Sections Chapter 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][8]. - It details the "Four Cores" of business due diligence, which include business and product, target company's industry segmentation, R&D capabilities, and core competitiveness [6]. - The chapter provides practical examples, such as the "Seven Axes" of due diligence used by Muddy Waters, which includes reviewing documents, checking related parties, on-site research, and supplier investigations [6]. Chapter 2: Risk Management - The second chapter outlines three common business risks, four financial risks, ten legal risks, and valuation risks, along with risk mitigation strategies [8]. - It includes numerous case studies to illustrate practical applications, particularly focusing on the coherence of business logic and addressing shareholder verification issues through real-world examples [8]. Chapter 3: Investment Agreements - The third chapter discusses the types and functions of investment agreements, detailing nearly 30 key clauses across eight categories [10]. - It highlights the importance of valuation adjustment clauses, which can help manage issues arising from short-term performance pressures while maintaining long-term interests [10]. Chapter 4: Betting Clauses - The fourth chapter elaborates on betting clauses, covering aspects such as the parties involved, conditions, buyback periods, and methods of betting [11][12]. - It raises questions about the legal effectiveness of buyback claims triggered by betting conditions and the necessity of disclosing betting agreements before an IPO [12]. Chapter 5: Disputes in Betting and Buyback - The fifth chapter focuses on seven types of disputes related to betting and buyback, analyzing numerous cases to clarify judicial reasoning in such matters [14][16]. - It discusses how ambiguities in betting conditions can lead to conflicting interpretations and how courts resolve these disputes [14][16].

Core Viewpoint - The article emphasizes the practical utility and value of the "Private Equity Investment Handbook," which covers essential aspects of private equity investment, including due diligence, risk management, investment agreements, and dispute resolution [1][3]. Summary by Sections Chapter 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 [7]. - It details the "Four Cores" of business due diligence, which include business and product, target company's industry segmentation, R&D capabilities, and core competitiveness [7]. - The chapter also provides practical examples, such as the "Seven Axes" used by Muddy Waters for due diligence, which includes document review, related party checks, field research, and supplier investigations [10]. Chapter 2: Risk Management - The second chapter outlines three common business risks, four financial risks, ten legal risks, and valuation risks, along with risk mitigation strategies [10]. - It includes numerous case studies to illustrate practical applications, particularly focusing on the coherence of business logic through four specific cases [10][11]. - The chapter addresses shareholder verification issues, highlighting three practical problems encountered during IPO processes [13]. Chapter 3: Investment Agreements - The third chapter discusses the types and functions of investment agreements, detailing nearly 30 key clauses across eight categories [16]. - It emphasizes the importance of valuation adjustment clauses, which can help manage issues arising from short-term order pursuits that may harm long-term interests [16]. - Other critical clauses include anti-dilution clauses, mandatory sale rights, co-sale rights, priority liquidation rights, and restrictions on equity transfer [18]. Chapter 4: Betting Clauses - The fourth chapter elaborates on betting clauses, covering six dimensions such as betting subjects, conditions, repurchase timelines, and methods [20]. - It raises questions about the legal effectiveness of repurchase claims made by investors within the stipulated timeframe after betting conditions are triggered [20]. - The chapter discusses whether betting agreements must be declared before an IPO and outlines specific regulatory requirements [22]. Chapter 5: Disputes in Betting and Repurchase - The fifth chapter focuses on seven types of disputes related to betting and repurchase, analyzing numerous cases to interpret current judicial reasoning [23]. - It examines how courts adjudicate cases where both cash compensation and equity repurchase are requested by the target company [25]. - The chapter provides a systematic comparison of disputes in betting and repurchase from both practical and theoretical perspectives, making it engaging for readers [26].