Financial problems that should be paid attention to in equity acquisition 1. Do due diligence. In fact, equity acquisition is to acquire a company that has existed for a long time, which is far more complicated than setting up a new company. In order to reduce the risk of company acquisition, it is necessary to hire well-known intermediaries and capable teams to conduct due diligence. As an intermediary institution, it mainly checks from three aspects: lawyers check from the legal aspect. The team of lawyers will review the legality and fairness of executed contracts, unexecuted contracts and contracts to be signed in the past three years to prevent malicious collusion accidents such as temporary modification and replacement of contracts. Accounting checks from the financial aspect. The accounting team can audit the financial situation and operating results in the past three years, issue audit reports, determine the financial situation and operating results, reveal and disclose contingencies, non-performing assets, related transactions and other matters, especially the cooperation of accountants and lawyers, and judge the actual situation of some major transactions, which will greatly reduce the acquisition risk. Appraisers provide reference from company value. A competent appraiser team can reasonably confirm the actual value of the acquired unit as an important reference for confirming the acquisition cost. Pay attention to the acquisition risk shown by various questions raised by intermediaries. Lawyers, accountants and appraisers will give their opinions on abnormal transactions, asset quality and ownership of enterprises in the process of due diligence. The proposed acquirer should fully listen to their opinions, discuss their influence with the acquired party and finally reach an agreement. Second, we must understand the industries to be acquired. When state-owned enterprises buy enterprises, they should know something about the supply, sales, production, internal management and the industry in which the enterprises are located. Before conducting due diligence, the acquiring enterprise shall set up a specialized agency for the supply, sales, production and internal management of the acquired enterprise. This organization is composed of experts in charge of supply, sales and production, internal management and contract negotiation. It is best for them to enter the acquired enterprise together with the due diligence agency and understand the relevant situation at the same time. In this way, we can know fairly well, which is more conducive to the acquisition work and reduces the acquisition risk. Third, pay attention to the unfinished contracts of the acquired enterprises. In the process of due diligence on the acquired enterprise, the unfinished contract of the acquired enterprise should be carefully examined. Many acquisition disputes are caused by these contracts, and these contracts should be highly valued by the acquired enterprises. In order to avoid the acquisition risk caused by the unfinished contract, it is suggested to review it from the following aspects: First, review the original contract. Confirm whether the contents of the contract are complete and whether the responsibilities and rights are fair. If any abnormal situation is found, it is necessary to communicate with the relevant departments of the acquired enterprise in time and take timely measures. For contracts with mandatory contract texts, it is necessary to confirm whether they violate the relevant provisions of the state. For contracts or clauses that violate the mandatory provisions of the state, the acquired unit must re-stipulate the relevant rights and obligations. The key point is to supplement the contract and re-sign the contract. For various ulterior motives, the acquired enterprises often sign some new or supplementary contracts by various means when there is a certain possibility in the negotiation of the acquired enterprises, and then carry out accounting treatment. After the fact is formed, the acquired enterprise will conduct due diligence. Therefore, in due diligence, we should pay special attention to the signing and implementation of such contracts. Conduct an external investigation on the signing of the contract. Is to go to the other party where the contract is signed to understand the signing and implementation of the contract. If some contracts need to be filed by government departments, we must go to the government filing department to check the filed contracts with the original contracts to confirm that the contents of the contracts are legal, reasonable and fair. Four. Signing a cautious equity purchase contract After due diligence is completed and the negotiated price is determined, what needs to be done is to sign a purchase contract and go through the formalities for the transfer of property rights of assets. This link is very critical. When signing an equity purchase contract, the responsibilities and rights must be clearly defined in the contract for the problems that cannot be solved in the due diligence process, so as to avoid signing the contract hastily and forming the acquisition risk. In the equity purchase contract, it is necessary to make a detailed agreement on the contents and matters of the transfer, so that both parties can abide by it together when transferring. V. Handling Strict Procedures for the Transfer of Property Rights of Assets When accepting the acquired enterprise, the acquiring enterprise shall handle the formalities for the transfer of property rights of assets in strict accordance with the contents agreed in the acquisition contract. Due to the complexity of equity acquisition business, it often takes a long time from the completion of due diligence to the actual transfer of assets and property rights. During this period, the acquired enterprise still manages the enterprise. In order to prevent the acquisition risk and ensure that the assets of the acquired enterprise are completely handed over to the acquired enterprise, the acquired enterprise should audit the changes of its financial status and operating results during this period, and then go through the formalities of asset property right transfer according to the provisions of the acquisition contract. If state-owned enterprises can achieve the above points when purchasing the equity of private enterprises, they can greatly reduce the acquisition risk and reduce unnecessary troubles. In the process of equity acquisition, we should focus on doing a good job, do a good job of due diligence, understand the industries to be acquired, pay attention to the unfinished contracts of the acquired enterprises, and handle strict procedures for the transfer of assets and property. If your situation is complicated, the website also provides online consultation service for lawyers, and you are welcome to have legal consultation.
Legal objectivity:
Article 74 of the Company Law is under any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price: (1) The company has not distributed profits to shareholders for five consecutive years, but it has made profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law; (2) The merger, division or transfer of the company's main property; (3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive. If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.