新三板市场律师尽职调查问题研究

发布时间：2018-05-25 20:49

本文选题：新三板项目 + 律师尽职调查　；参考：《扬州大学》2017年硕士论文

【摘要】：尽职调查就是交易双方通过对商业伙伴或交易对方进行调查,收集与拟议交易的关键问题的相关信息,从而达到了解商业伙伴和交易对方的目的,发现其业务上的优势和弱点,找出其现存和潜在的各种重大问题和影响交易的重要因素,以便为作出是否与之进行拟议的合作或交易的决定以及讨价还价甚至交易完成后的整合计划提供依据和基础。所以,对新三板项目进行尽职调查,是律师首先要考虑的。从而加强对新三板项目的风险管理。这不仅有利于提高整个新三板市场的流动性,促进新三板市场的健康发展,也有利于律师开展企业挂牌后的衍生业务,从而延长新三板项目的盈利周期。本文基于新三板发展的新形势,对新三板项目律师尽职调查展开研究。首先阐述了尽职调查与律师尽职调查相关理论。其次,对全国股转公司对律师事务所监管处罚案例分析。在九个案例中,笔者将其分为四个业务:重大诉讼、仲裁、及行政处罚的法律尽职调查、关联交易的法律尽职调查、重大资产重组的法律尽职调查以及股权代持的法律尽职调查。对四个业务的分析,笔者总结出新三板项目尽职调查存在的三大问题:目标企业隐藏真实信息、尽职调查律师过分依赖目标企业提供的证据、未能与其他尽职调查协同。最后,通过发现的问题,笔者从法律的角度,阐述如何做好新三板项目律师尽职调查工作。
[Abstract]:Due diligence is when both parties to a transaction collect relevant information on key issues related to the proposed transaction by investigating their business partners or trading partners, thereby achieving the purpose of understanding the business partners and trading partners and discovering their business strengths and weaknesses. Identify its existing and potential major problems and important factors affecting the transaction, in order to provide a basis and basis for making a decision on whether to cooperate or trade with it, as well as bargaining and even an integration plan after the transaction is completed. Therefore, the new three-board project due diligence, is the first to consider lawyers. So as to strengthen the new three-board project risk management. This not only helps to improve the liquidity of the whole new third board market and promote the healthy development of the new third board market, but also helps lawyers to carry out the derivative business after the listing of the enterprise, thus prolonging the profit cycle of the new third board project. Based on the new situation of the development of the new three boards, this paper studies the due diligence of lawyers in the new three boards project. Firstly, the related theories of due diligence and lawyer due diligence are expounded. Secondly, the case study on the supervision and punishment of the law firm by the national stock-to-company. In nine cases, the author divided it into four businesses: legal due diligence for major litigation, arbitration, and administrative punishment, and legal due diligence for related transactions. Legal due diligence on major asset restructuring and legal due diligence on behalf of equity holders. Based on the analysis of the four businesses, the author summarizes the three major problems of due diligence in the new three board projects: the target company hides the true information, the due diligence lawyer relies too much on the evidence provided by the target enterprise, and fails to cooperate with other due diligence. Finally, from the legal point of view, the author expounds how to do a good job in the due diligence of lawyers in the new third board project.
【学位授予单位】：扬州大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：D926.5

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