Treatise

Lawyer Wu Jie: How Lawyers Conduct Legal Due Diligence in Enterprise Merger and Acquisition Transactions (6)

In enterprise mergers and acquisitions, there are operations where the acquiring party intends to engage in merger and acquisition transactions in order to obtain qualifications for a certain industry or business. In the due diligence of such mergers and acquisitions projects, it is particularly important to review the business qualifications of the target company. Whether the qualification documents of the target company are complete, whether they have obtained the necessary qualifications for business operations, and whether their business operations are legal and compliant are key issues that need to be addressed during the due diligence process.

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Lawyer from Legal Shengbang said | Wang Bingyang: How can the law punish private cameras for stealing privacy?

Recently, a micro camera hidden in a guest room of a well-known chain hotel in Xiamen has attracted the attention of netizens. The victim immediately reported the incident after discovering the camera. On July 7th, the Xiamen police reported that they had been investigated and sent the camera to the technical department for inspection and appraisal. Three days later, the suspect was arrested and brought to justice. The police detained him on suspicion of illegally using specialized equipment for eavesdropping and photo theft.

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Lawyer Wu Jie: How Lawyers Conduct Legal Due Diligence in Enterprise Merger and Acquisition Transactions (5)

In mergers and acquisitions, equity mergers and acquisitions have become the most common trading method in the market, considering factors such as transaction purpose, transaction mode, and tax burden cost. In equity merger and acquisition transactions, the equity structure and equity burden of the target company are issues that must be focused on and verified in due diligence.

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Lawyer Wu Jie: How Lawyers Conduct Legal Due Diligence in Enterprise Merger and Acquisition Transactions (4)

In equity acquisition projects, whether the historical evolution of the target company is legal and compliant, the intended investment or acquisition targets, and whether the history is "innocent" are generally issues of concern to the acquiring party, and are also issues that lawyers need to carefully verify. The verification method for the historical evolution of the target company mainly involves document review, and the main reviewed documents are the business archives.

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Lawyer | Wu Jie: How Lawyers Conduct Legal Due Diligence in Enterprise Merger and Acquisition Transactions (III)

The content of legal due diligence is closely related to the purpose, mode, and focus of the proposed transaction by the acquiring party. Different types of enterprises have different characteristics, which can become difficulties in due diligence work. However, as the saying goes, every change is inseparable from its root. The conventional investigation content includes the establishment, historical evolution, equity structure, company operation, main assets, debt and debt, taxation, labor and personnel, litigation and arbitration, etc.

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Lawyer said | Li Shaoji: During the subscription period, should shareholders still be responsible for the company's debts after transferring their equity

Under the company's registered capital subscription system, there are significant differences in judicial practice regarding whether the original shareholder should still be responsible for the company's debts after transferring the company's equity before the subscription period has expired, and the judicial scale cannot be unified. This article analyzes whether creditors can claim liability from the original shareholders of the company in accordance with Article 19 of the "Provisions on Several Issues Concerning the Change and Addition of Parties in Civil Execution" by searching for 91 relevant cases in Guangdong Province after the promulgation of the "Minutes of the Ninth People's Meeting" and typical cases in other provinces, combined with the author's practical experience.

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