法律尽职调查

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【锋行链盟】纳斯达克IPO发行律师核心职责
Sou Hu Cai Jing· 2025-09-30 16:21
在纳斯达克IPO(首次公开募股)过程中,发行律师(通常指发行人律师,即代表拟上市公司的律师)扮演核心角色,负责确保 整个上市过程符合美国证券法规、纳斯达克交易所规则,并有效控制法律风险。其核心职责贯穿IPO全周期,从前期筹备到上市 后过渡,具体可归纳为以下六大方向: 一、法律尽职调查:全面排查风险 尽职调查是IPO的基础,律师需通过系统性核查,识别公司潜在法律问题并提出解决方案。具体包括: 二、法律文件起草与审核:构建合规框架 律师需主导或参与IPO核心法律文件的起草、修改与定稿,确保内容准确、风险披露充分: 三、监管沟通与反馈应对:推动注册生效 律师需作为公司与SEC、纳斯达克的直接沟通桥梁,处理监管反馈并推动上市进程: 四、协调中介与各方:整合上市资源 IPO涉及投行、会计师、承销商律师、公关等多方协作,发行人律师需承担"枢纽"角色: 与承销商律师配合:协调双方对招股书法律部分的表述一致(如风险因素披露口径),协商承销协议中的责任划分(如因 信息披露不实导致的索赔分担)。 主体与历史合规:审查公司设立、股权结构(如VIE架构、期权计划)、历次融资/并购的合法性(如是否符合中国外汇管 理、ODI规定)、是否 ...
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].
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].
法律尽调五维框架与AI提效指南
梧桐树下V· 2025-07-10 02:28
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].