《私募股权投资手册》

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私募股权投资怎么做?一次性把坑和要点讲清楚
梧桐树下V· 2025-07-13 05:25
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].
准备搞股权投资,得先把这55个问题理清楚
梧桐树下V· 2025-06-01 01:34
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].