Core Viewpoint - The article emphasizes the practical utility 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][6][10]. 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" used by Muddy Waters for due diligence, which includes reviewing documents, checking related parties, field research, and supplier investigations [6]. Chapter 2: Risk Management - The second chapter outlines three common business risks, four common financial risks, ten common legal risks, as well as valuation risks and risk mitigation strategies [8]. - It includes numerous case studies to illustrate practical applications, particularly focusing on the coherence of business logic and addressing issues like improper equity adjustments and disguised profit transfers during IPO processes [8]. Chapter 3: Investment Agreements - The third chapter discusses the types and functions of investment agreements, detailing nearly 30 key clauses across eight categories and providing sample clauses for practical application [10]. - It highlights the importance of valuation adjustment clauses, which can help manage issues arising from short-term order pressures on long-term company interests [10]. Chapter 4: Betting Clauses - The fourth chapter elaborates on the design of betting clauses from six dimensions, including the parties involved, conditions, repurchase timelines, and methods [11]. - It presents case studies that provoke thought on the legal implications of repurchase claims triggered by betting conditions [11]. 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 clarify judicial reasoning in such disputes [13][15]. - It discusses how ambiguities in betting conditions can lead to conflicting interpretations, affecting case outcomes, and examines scenarios where companies seek both cash compensation and equity repurchase [13][15].

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 of the "Private Equity Investment Handbook," which covers essential aspects of due diligence, risk management, investment agreements, and dispute resolution in private equity investments [1][3]. Group 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]. - The chapter provides a detailed breakdown of the "Four Cores" of business due diligence, which includes business and product analysis, industry segmentation of the target company, research and development capabilities, and core competitiveness [6]. - Practical examples, such as Muddy Waters' "Seven Axes" for due diligence, illustrate how to conduct thorough investigations, including document review, related party checks, field research, and supplier inquiries [8]. Group 2: Risk Management - The second chapter outlines three common business risks, four financial risks, and ten legal risks associated with equity investments, along with valuation risks and risk mitigation strategies [10]. - The chapter is rich in case studies, providing practical insights into resolving issues related to the coherence, authenticity, and legality of business logic [10]. - It addresses shareholder verification issues by examining three practical problems encountered during IPO processes, highlighting lessons learned from previous cases [12]. Group 3: Investment Agreements - The third chapter discusses the types and functions of equity investment agreements, detailing nearly 30 key clauses across eight categories and providing sample clauses for practical application [13]. - It emphasizes the importance of valuation adjustment clauses to manage potential issues arising from short-term performance pressures on target companies [13]. - Additional key clauses covered include anti-dilution clauses, mandatory sale rights, tag-along rights, priority liquidation rights, and restrictions on equity transfers [15]. Group 4: Bet and Buyback Clauses - The fourth chapter focuses on the design of bet clauses, detailing six dimensions including the parties involved, conditions, buyback periods, and methods [16]. - It raises questions about the legal effectiveness of buyback claims triggered by bet conditions and whether such agreements must be disclosed before an IPO [17]. Group 5: Dispute Resolution - The fifth chapter examines seven types of disputes related to bets and buybacks, analyzing numerous case studies to elucidate current judicial reasoning [19]. - It highlights the challenges faced when bet conditions are ambiguous, leading to conflicting interpretations by the parties involved [20]. - The chapter systematically compares practical and theoretical aspects of disputes arising from bets and buybacks, making it engaging for readers [20].

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].

最近，小师姐正沉迷在这本 《私募股权投资手册》 中不可自拔，因为这本阅读材料真的太实用、太划算 了！ 《私募股权投资手册》约有11万字，划分为五大章节，前半部分内容从尽职调查拓展到股权投资风险防控， 后半部分内容从投资协议延伸到对赌与回购事项。 《私募股权投资手册》目录大纲 《私募股权投资手册》 11万字，5大章节 扫码了解详情 第一章简要介绍了股权投资尽职调查的主要流程与方法，着重讲解了业务尽调"四核"、财务尽调"五定"、法 律尽调"六维"等内容。 例如业务尽调的"四核"就具体分为业务和产品、标的公司细分行业、研发实力情况、核心竞争力这四个层 面，每个层面都有不同的侧重点。 为了方便我们将理论与实践结合，书中还例举了浑水公司做尽调的"七板斧"：查阅资料、查关联方、实地调 研、调查供应商……等等，虽然都是一些常规的尽调方法，但如何把简单的工作在实践中做到极其细致，也 是非常不容易的。 第二章重点从风控角度，梳理了股权投资的三类常见业务风险、四类常见财务风险、十类常见法律风险，以 及估值风险与风险缓释。 虽然第二章的内容更为复杂，但小师姐却非常喜欢，因为通篇都是案例，没有什么比用实践说话更有信服力 的了。例如关 ...