Due diligence is aimed at the investigation itself, which mainly means that the investigator should conduct the investigation according to the entrustment of the client and should do all the investigation well.
The net worth survey is aimed at the content of the survey, which requires the investigation of the "net asset value" of the enterprise, and the horse is the total assets MINUS the total liabilities.
Question 2: What does due diligence mean? Hello, classmate, I'm glad to answer your question!
The word you said belongs to CFA vocabulary. Mastering CFA vocabulary can make you feel at home in CFA learning. The translation and meaning of this word are as follows: 1. Investigate or review possible investments. Due diligence aims to confirm all the important facts involved in the sales project.
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Question 3: What is due diligence? How to do it Usually, legal due diligence should include the following aspects: 1. Subject qualification of the target company: mainly investigate its establishment, registration, shareholders, payment of registered capital, annual review, company change, cancellation or cancellation, etc. 2. The contract and articles of association of the target company: pay attention to whether the contract and articles of association have the following clauses, contents or provisions to prevent acquisition; Whether there are any major transactions related to merger, acquisition or other transactions that may lead to the transfer of control rights of the company, which can only be implemented with the consent of the absolute majority of shareholders of the company; Whether there are restrictions prohibiting the replacement or rotation of directors, and whether the board of directors can be controlled after the merger; Whether there is a high-paying compensation scheme and equity of the dismissed senior managers, so as to correctly analyze the difficulty of the target company being merged and whether the merger cost will increase or to what extent. 3. Resolutions of the board of directors, shareholders' meeting and meeting minutes of the target company: In the case of merger, according to the provisions of the Company Law, there must be corresponding resolutions of the board of directors and shareholders' meeting, and this procedure is essential. Lawyers should pay attention to review whether the relevant resolutions of the board of directors and the shareholders' meeting are made according to law, whether they reach the number of votes prescribed by law or the articles of association, and whether the voting rights are valid, so as to ensure that there are no defects in the procedures. 4. Assets of the target company: The assets mentioned in this item refer to tangible assets such as land, real estate and equipment of the target company. 4. 1. The value of land and real estate depends on their rights. Focus on the investigation of the use of land and real estate, whether it can be transferred, how long the term of use or ownership is, whether the rights are completely restricted, whether there are defects, and whether there are events that may affect rights such as * * * expropriation and forced demolition. Whether the consideration for obtaining the right has been paid, whether the certificate of right has been obtained, whether it is leased or mortgaged, and what are the conditions for leasing or mortgage; 4.2. With regard to machinery and equipment, it is important to note its source and nature; Second, its transfer restrictions; The third is about the transfer procedure. 4.3. The significance of lawyer's audit is to find or straighten out the property right relationship of the target company in advance, find problems in advance and propose solutions to ensure that the property right relationship of the target company obtained by the acquirer is clear, the rights are complete and flawless, and there are no legal sequelae. 5. Intellectual property rights: In some target companies, intangible assets in the form of intellectual property rights may be more valuable than their tangible assets. The review of all intellectual property rights is to ensure that the acquirer can continue to benefit from it after the acquisition, and at the same time pay attention to whether there are related infringement lawsuits, so as to accurately assess the risks that may affect the rights. 6. Key contracts and contractual commitments: 6. 1. Most companies have several contracts that are crucial to their success. If this contract is allowed to be terminated when the control right of a company changes according to regulations, then the acquirer should carefully consider the acquisition arrangement. A similar situation will occur when enterprises rely too much on personal professional and technical knowledge or experience. 6.2. The acquirer should also determine whether the recent contractual commitments made by the target company are inconsistent with the acquirer's own business plan, such as providing capital to new production lines or new enterprises or joint ventures, selling key patents and copyrights, signing new long-term contracts with suppliers or customers, and promising new high remuneration or stock option arrangements to employees. 6.3. In addition, special attention should be paid to loans, mortgage contracts, guarantee contracts, agency contracts and franchise contracts. , to see if it is stipulated that when the control right of the target company changes, the payment obligation must be fulfilled in advance, or the right to use or related rights must be terminated. The purpose of reviewing such regulations is to weigh whether the merger will cause the acquirer to lose some expected benefits or rights after the merger is completed. 7. Employee placement of the target company: In this regard, the main issues are the level of benefits provided, the notice time required before termination of the contract and possible compensation. 8. Creditor's rights and debts of the target company: The debts of the target company can be divided into known debts and potential debts. Potential debts mainly include contingent liabilities, and tax and environmental protection responsibilities belong to contingent liabilities. 8. 1. For tax investigation, we should pay attention to the investigation of the tax paid, whether there is arrears, whether the tax country of the target company is adjustable, and make preferential provisions to avoid increasing the burden on the acquirer due to overdue taxes and fines. 8.2. Environmental protection investigation, including the relationship between the products and business premises of the target company and environmental protection, and the environmental protection laws and regulations related to the target company. & gt
Question 4: What does due diligence mean? Hello, classmate, I'm glad to answer your question!
Due diligence due diligence 1. Investigate or review possible investments. Due diligence aims to confirm all the important facts involved in the sales project. Generally speaking, due diligence refers to the investigation action that a rational person should take before signing an agreement or trading with another party.
Conditions for applying for futures business:
1, age18;
2. Have full capacity for civil conduct;
3. Have a high school education or above;
4. Other conditions stipulated by China Securities Regulatory Commission.
Candidates must pay attention to whether they can be admitted.
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Question 5: The purpose of due diligence is to let buyers know as much as possible about the shares or assets they want to buy. From the buyer's perspective, due diligence is risk management. For buyers and their financiers, M&A itself has various risks, such as the accuracy of the past financial books of the target company; Whether the main employees, suppliers and customers of the target company will stay after the merger; Whether there are any obligations that may lead to the disintegration of the operation or financial operation of the target company. Therefore, it is necessary for the buyer to make up for the imbalance of information acquisition between buyers and sellers by implementing due diligence. Once the risks and legal issues are determined through due diligence, the buyer and the seller can negotiate on who should bear the relevant risks and obligations, and the buyer can decide under what conditions to continue the acquisition activities. For large M&A activities involving multiple potential buyers, due diligence usually goes through the following procedures: 1. The seller appoints an investment bank to be responsible for the coordination and negotiation of the whole M&A process. 2. The potential buyer appoints a due diligence team composed of experts (usually including lawyers, accountants and financial analysts). 3. The potential buyer and the expert consultant hired by the potential buyer sign a "confidentiality agreement" with the seller. 4. Under the guidance of the seller, the seller or the target company will collect all relevant data and compile the data index. 5. Potential buyers should prepare a due diligence list. 6. Designate a room (also known as "reference room" or "due diligence room") to place relevant materials. 7. Establish a program to give potential buyers the opportunity to ask other questions of the target company and obtain copies of documents that can be disclosed in the reference room. 8. Consultants (including lawyers, accountants, financial analysts) hired by potential buyers make a report, briefly introducing the important matters for determining the value of the target company. The due diligence report should reflect the substantive legal matters found in the due diligence, usually including suggestions on the transaction framework and analysis of various factors affecting the purchase price according to the information obtained in the investigation. 9. The buyer shall provide the draft M&A contract for negotiation and revision. What aspects do angel investors pay attention to in the due diligence of startups? Angel investors' due diligence on startups is mainly to meet the founders and CEOs of startups, talk about them and study written documents. Before angel investors write checks, they or their consultants will interview key members of the startup team and customers of the startup company, and evaluate the real products. If the results don't match what they were told before, then all the bets of the entrepreneurs are gone. At this time, angel investors should find out whether the Chu startup team supports the founder or CEO, whether the customers are really interested in the products of the startup, and whether the products of the startup are ready to be shipped. All private equity investment institutions conduct due diligence in their own way. As an entrepreneur, investors need to pay attention to the following aspects. 1. Is the team strong and healthy? If the startup team is small, angel investors may meet with each member. Angel investors will investigate the intelligence, loyalty, strengths, weaknesses, teamwork and management style of each team member. A dysfunctional team or an old naysayer in a key position will affect the success of financing. 2. Technical investigation of product or service preparation usually begins with engineers, technicians and product marketers. Angel investors will evaluate the progress of startups and evaluate products. All the preparation goals of entrepreneurs are to make angel investors completely satisfied with the functions and quality of the claimed products, and the whole team and R&D process must ensure that the products can be realized in the future. Finally, angel investors also need to confirm the protection and status of intellectual property rights. 3. Confirmation of market demand and scale An excellent angel investor can help startups in many ways, but there is no guarantee that users will definitely buy the products of startups. Angel investors will find some potential customers from the market reference table given by entrepreneurs, talk to them and understand the market situation. Angel investors will also contact technical experts and insiders in interpersonal relationships. Without the pain of verification, there is no successful transaction. 4. Sustainable competitive advantage If angel investors find the competition they didn't expect beforehand, but entrepreneurs forget to mention it, then this is the kiss of death. Angel investors should make sure that the differences owned by entrepreneurs are truly unique through industry analysis, and there will be no potential competitors in the future. 5. Company and financial status. The financial status of the startup company and the scope determined by the company ... >>
Question 6: What is lawyer due diligence? Lawyer's due diligence, also known as due diligence, refers to a series of activities, including financial due diligence and legal due diligence, in which investors conduct on-the-spot investigation and data analysis on all matters related to this investment after reaching a preliminary cooperation intention with the target enterprise through consultation. Due diligence mainly refers to the prudent and appropriate investigation and analysis of the financial, operational and legal matters of the transaction object and transaction in the process of stock issuance and listing, merger and reorganization, and major asset transfer. , is entrusted by the client to lawyers, certified public accountants and other professional institutions in accordance with their professional standards. I. Classification of due diligence: In the capital market, due diligence can generally be divided into three categories: due diligence of lawyers, financial due diligence of certified public accountants and due diligence of investment banks. Second, the significance of due diligence of lawyers: 1. Through investigation, we can know whether the business projects faced by the target enterprises can be done and whether there are insurmountable legal obstacles and risks. You know, spending tens of thousands of dollars on legal due diligence can avoid being cheated by millions or tens of millions for a project. Many projects can't be operated at all, and the goal of legal due diligence is to confirm whether the project is possible to operate. 2. For operational projects, understand what legal risks exist in the project and how to avoid and deal with them. After all, legal risks accompany business operations everywhere, such as ownership structure, shareholder relationship, internal management mode, intellectual property protection, finance and taxation, labor relations, trading mode and so on. And unpredictable legal problems may arise in every link. Relations with * * *, trading partners and internal shareholders of the enterprise must also be coordinated in specific projects. Through investigation, we can understand the existing problems and potential problems. 3. According to the specific situation, put forward the operation plan of the operation project to ensure that the enterprise eliminates unnecessary legal risks, tries its best to avoid inevitable risks and guard against actual possible risks, so as to ensure the minimum loss when risks occur. Iii. Role of due diligence of lawyers: 1. Lawyer's due diligence can help the investigating party understand the situation of the investigated party and judge that the proposed business plan or transaction has the possibility of in-depth negotiation. 2. The due diligence of lawyers will help investigators decide whether to adjust the price of business plans or transactions and determine the scope of price adjustment. 3. The lawyer's due diligence will help the investigating party to further adjust the contract terms and structure related to the business plan or transaction reasonably and legally according to the actual situation, and decide the timetable for the completion of the business plan or transaction. 4. The lawyer's due diligence will help the investigating party to more accurately determine the preconditions and obligations after the completion of the business plan or transaction. 5. The results of the due diligence of lawyers will help the investigated party to take necessary remedial measures as soon as possible, promote the basic realization of business plans or transactions, or help the investigated party to add the statements and guarantee clauses of the investigated party to relevant agreements.
Question 7: What is due diligence of private placement? 1. Preparation.
A Discuss the project, mainly focusing on the historical evolution, management team, main business, profitability, business model and legal background of the target enterprise. And arrange the division of labor for the project team members. (First round of meetings)
B. According to the main business of the enterprise, conduct targeted market research, such as technical barriers, policy orientation, domestic and international industry status and future trends, market positioning, etc. At the same time, the survey of competitors focuses on market share and technical conflicts.
C. If there are any questions in the meeting, answer them at the next meeting through the post-meeting survey. If you still can't answer, focus on the field investigation.
D. Finally, according to the discussion results of the meeting, prepare the list of enterprise preparation materials, the summary of key investigation issues and the due diligence schedule. (The original division of labor can be appropriately adjusted)
2, interview matters needing attention
A. Make an interview outline before the interview to prevent omissions. Please refer to the summary of key survey questions.
B. Make an agenda at least two days before the interview, and inform the target enterprise of the interview time, main contents, etc. At the same time, the material preparation list is provided, which requires the target enterprise to prepare according to the actual situation.
Maintain an equal, cooperative, modest and respectful attitude in the interview. When you ask for reference materials, you should pay attention to your tone and adopt the correct method.
D interview records include: participants and positions, interview time, place and main interview contents; Pay attention to details when recording contents, especially names and data, and verify them before recording; Make special marks for important content.
E. Interview records should be sorted out in time (as far as possible on the same day) and filed as important documents. Interview content: the arrangement should be comprehensive and clear, and it cannot be simply listed; Data collection: it is necessary to sort out the registration.
The content of the interview is that everyone talks with the relevant personnel according to the division of labor in advance. During the conversation, if you find new information that is not prepared in advance, you need to record it in time. The specific contents of the conversation include: team, business, market, technology, finance and legal affairs.
A. The team survey requires the resumes of managers and the turnover of company personnel in the past 12 months. Copy of ID card, copy of degree certificate, and share proportion of each founder. It is particularly important to examine the quality of the management team. For example, in some cases, entrepreneurial teams with failure experience have advantages over other teams. When investigating the shareholder structure, we should not only pay attention to the relationship between shareholders, but also pay attention to whether shareholders can provide value-added services, such as help in marketing, experience in technology research and development, and methods in enterprise management.
B. business investigation business investigation is related to the profitability and means of enterprises and is one of the focuses of due diligence. Investigate the current sales model, future sales planning, objective evaluation and grading of the target market, and comparative analysis of the advantages and disadvantages with competitors. Internally, it includes: rules and regulations, management process, reward and punishment system, execution ability and so on.
C market research product production includes: independence of production equipment, long-term supply contract, supply qualification certificate, consumption ratio of raw and auxiliary materials, cost ratio of raw and auxiliary materials, unit cost, sales price, etc. Macro issues such as market status, future trends, domestic and international trends, policy support, market share, etc. These issues need different people to verify. You can buy industry reports, interview experts, and consult the CEO and chairman of the industry. Survey of competitors and downstream customers. No matter what method is adopted, direct contact is needed. The purpose is to objectively and fairly understand the competitiveness, advantages and disadvantages of the same industry and the urgency of market demand for products.
D. Technical investigation, independence, replicability and substitutability of technical barriers, in which the independence of technology is the most important, and there can be no intellectual property disputes with other enterprises. Hire senior professionals to issue independent reports and analysis to verify its technical content. As an intangible asset, there must be a professional evaluation report.
E. financial investigation finance is the most important work in due diligence. It is divided into two parts: past financial data and future financial forecast. Specifically, it includes the income list and capital of the last 12 month ... >>
Question 8: What is the main content of bank due diligence? Specifically, it includes the borrower's credit standing, loan purpose, repayment ability, operating conditions, etc. Simply put, it is to clarify the objective situation of a business, that's all.
First, the main force will not solve the