In modern society, equity is a very important content of a company, and shareholders with a large proportion of equity can affect the operation of the company, so the acquisition of equity is very important in modern society. Next, I will bring you some information about how to calculate the share purchase price. Let's have a look.
1. How to calculate the share purchase price?
In the way of enterprise acquisition, it can be divided into asset acquisition and equity acquisition. The so-called asset purchase means that the acquirer allows shareholders to freely determine the equity transfer price without violating the mandatory provisions of the law and harming the legitimate rights and interests of the state and the third party. China's "Company Law" and related laws have not made specific provisions on the determination of ordinary equity transfer price except for the restrictive provisions on the transfer and valuation of state-owned shares. In practice, there are usually the following ways to determine the common stock equity transfer price: (1) The parties freely negotiate, that is, when the equity is transferred, the equity transfer price is freely negotiated by the transferor and the transferee, which can be called the "negotiated price method". (2) The capital contribution made by the shareholders registered in the company's industrial and commercial registration is the equity transfer price, which can be called "capital contribution method". (3) Determining the equity transfer price based on the company's net assets can be called the "net asset price method". Fourthly, equity transfer price is calculated on the basis of auditing and evaluating prices, which can be called "evaluating price method". Fifth, the auction price and the variable selling price are both equity transfer prices. Equity transfer is a common and universal way for shareholders to exercise their equity. China's Company Law stipulates that shareholders have the right to transfer all or part of their capital contribution in a legal way.
Second, the risk of equity acquisition.
When the purchaser becomes a shareholder of the acquired company, he can exercise the corresponding rights of shareholders, but he must bear the responsibilities stipulated by laws and regulations. In view of this, before signing this stock exchange agreement. The acquirer must investigate the company's debts. If there are unlisted debts after the acquisition, he can claim compensation. The specific operation method is: the acquirer should require that part of the purchase price be placed in the law firm in the form of "time deposit certificate", so that the newly added debt compensation after the acquisition can be used for the purchase of equity. The debt problem is sometimes really difficult to grasp, because some results can only be confirmed after the occurrence or occurrence of uncertain events in the future, which is called "contingent liabilities".
Mainly tax disputes, infringement and other possible losses, as well as providing guarantees for others' debts and compensating for possible losses. It is difficult to estimate the possibility of contingent liabilities in the whole acquisition process. In addition, the problem of creditor's rights is sometimes difficult to grasp, and it is impossible to judge whether it can be recovered and how many bad debts may occur. Therefore, the risk of acquiring equity is high, and there will be no contingent liabilities in the purchase and sale of assets. As long as we pay attention to the inventory of each asset in the acquisition, it will be consistent with the contract. After the completion of the sale, all parties to the asset acquisition bear the legal responsibilities that continue to exist, and the acquisition company does not have to bear the debts of the acquired company (except the overall acquisition). Generally speaking, the assets of an enterprise are the sale of all or part of its assets. If the acquired enterprise sells all its assets, the enterprise cannot operate and can only be forced to dissolve.
Third, the operation process of equity acquisition
First, draft and modify the equity acquisition framework agreement;
The second is to conduct due diligence on the major assets and credit status of the transferor, guarantor and target company;
Three, formulate the detailed text of the equity purchase contract, participate in the negotiations with the equity transferor or put forward written negotiation opinions;
4. Draft internal authorization documents (resolutions of shareholders' meeting, statement of waiver of preemptive right, etc.). );
Fifth, draft a joint guarantee agreement;
Sixth, draft a debt transfer agreement;
Seventh, revise and sort out the contracts produced in each round of negotiations to avoid risks and ensure the most basic rights and interests;
Eighth, issue written legal opinions on major issues or risks arising in the negotiation process;
Ninth, provide legal advice on problems in the performance of the contract;
Tenth, assist intermediary agencies such as asset appraisal;
Eleventh, go through the formalities of amending the articles of association and changing the warrants;
Twelfth, issue a written legal risk prevention plan for the operation of the target company (optional);
Thirteenth, assist in handling procedural issues such as internal authorization and internal disputes (optional);
Fourteenth, complete other legal work required for equity acquisition.
That's all I brought you about how to calculate the stock purchase price. For the acquisition of equity, we need to meet the corresponding legal conditions, so we should pay more attention.