If a company is acquired, what exactly does the acquirer look at?

The acquisition of a company is broadly divided into the following six phases:

1. Determination of acquisition intention (i.e., signing of the letter of intent to acquire);

2. The acquirer makes an acquisition resolution;

3. The target company convenes a general meeting of shareholders, and other shareholders make a decision to waive the right of first refusal;

4. Carry out due diligence on the target company and clarify the basic information of the target to be acquired;

5. Sign the acquisition agreement;

6. Go through the change procedures.

I want to find a strategic partner and negotiate with the company's founders or senior management.

There are many possibilities for a company to want to be acquired, common ones:

1. The boss of the company wants to cash out and leave, so he sells the company;

2. Compared with the accumulation of the enterprise itself, the merger and acquisition of the enterprise can quickly realize the concentration of production and the scale of operation in the short term;

3. Compared with building a new enterprise, enterprise mergers and acquisitions can reduce capital expenditure;

4. The company itself took the initiative to list and IPO unsuccessfully, so it achieved curve listing through mergers and acquisitions and reorganization, and backdoor listing.

The above four points are just a few of the thousands of reasons, the capital market is profit-seeking, and various factors are changing rapidly.

In mergers and acquisitions, the acquirer needs to negotiate with the actual controller of the target assets to get all the shareholders of the target assets, so as to ensure the stability of the target assets of the mergers and acquisitions.

When deciding to buy a company, it is necessary to pay attention to the composition of the company's assets, equity allocation, asset guarantees, non-performing assets, etc. When acquiring the target company, the acquirer needs to conduct a detailed examination of the company's financial accounting system to prevent the target company from deliberately inflating the value of the company by making multiple series of earnings, and to objectively and reasonably assess the value of the target company. If necessary, the acquirer may engage a specialized financial advisor to assess the value of the target company, but if the acquisition amount itself is relatively small, it may engage a legal adviser who understands financial accounting to provide comprehensive guidance on the legal and financial issues encountered in the acquisition.

Clause. 1. Among all assets, the specific proportion of current assets and fixed assets needs to be distinguished. In the capital contribution, it is necessary to clarify the proportion of monetary contributions in all capital contributions, and whether the ownership transfer procedures for non-monetary assets have also been clarified.

Only after figuring out the current ratio of the target company can the company have a good future operating ability.

Clause. Second, it is necessary to clarify the equity allocation of the target company. First of all, it is necessary to grasp the proportion of shares held by each shareholder, whether there are preferred shares, etc.;Secondly, it is necessary to examine whether there are related shareholders.

Clause. 3. Secured assets will have an impact on the company's solvency, so it is necessary to examine secured assets separately from unsecured assets.

Clause. Fourth, it is necessary to pay attention to the company's non-performing assets, especially the depreciation of fixed assets, the amortization of intangible assets, and the assets that will be scrapped and cannot be scrapped.

At the same time, the company's liabilities and owners' equity are also issues that should be paid attention to when acquiring a company. Among the company's liabilities, it is necessary to distinguish between short-term debts and long-term debts, and distinguish between debts that can be offset and those that cannot be offset. The structure and ratio of assets and liabilities determine the ownership equity of a company.

Article 3 of the Administrative Measures for the Acquisition of Listed Companies.

The acquisition of listed companies and related changes in share interests must follow the principles of openness, fairness and justice.

The information disclosure obligor in the acquisition of a listed company and the related changes in equity interests shall fully disclose its interests and changes in the listed company, and strictly perform reports, announcements and other statutory obligations in accordance with the law. There is a duty of confidentiality until the relevant information is disclosed.

The information reported or announced by the information disclosure obligor must be true, accurate and complete, and there must be no false records, misleading statements or material omissions.

Legal analysis: On the issue of registered capital, the acquirer needs to distinguish the relationship between paid-in capital and registered capital, and find out whether the target company has made false capital contributions (to find out whether the capital contribution has gone through the relevant transfer procedures or whether it has been effectively delivered).At the same time, special attention should be paid to whether the company has withdrawn capital.

Legal basis: Article 23 of the Company Law of the People's Republic of China The establishment of a limited liability company shall meet the following conditions:

1) The shareholders meet the quorum;

2) There is a capital contribution subscribed by all shareholders in accordance with the provisions of the articles of association;

3) The shareholders jointly formulate the articles of association;

4) Have a company name and establish an organizational structure that meets the requirements of a limited liability company;

5) Have a company domicile.

What should the acquiring company pay attention to:

1. Preliminary preparation.

The acquirer negotiates with the target company or its shareholders to get a preliminary understanding of the situation, and then reaches an intention to acquire and sign a letter of intent for acquisition.

2. Due diligence.

Analyze the considerations of due diligence from different perspectives.

1. What are the company's asset acquisition processes?

Asset acquisition refers to the selective acquisition of all or part of the assets of the other company by paying cash, in kind, valuable**, labor services or debt forgiveness. Company Asset Acquisition Process:

1. Determination of acquisition intention (signing of letter of intent for acquisition).

2. The acquirer makes an acquisition resolution;

3. The target company convenes a general meeting of shareholders, and other shareholders waive their right of first refusal.

4. Carry out due diligence on the target company and clarify the basic information of the target to be acquired;

5. Sign the acquisition agreement;

6. Follow-up change procedures.

Second, the process of enterprise equity acquisition.

Legal business process of equity acquisition: 1. The two parties negotiate and reach a preliminary acquisition intention. This stage is mainly the buyer's contact with the target company and shareholders; 2. The buyer shall conduct due diligence on its own or by entrusting a lawyer or accountant; 3. Formal negotiation and signing of acquisition agreement or equity transfer agreement; 4. Internal approval of both parties to the acquisition:

If the acquirer is a corporate legal person, it shall be submitted to the general meeting of shareholders for deliberation and voting; If the acquirer is a natural person, it does not need to be deliberated and voted. If the acquired party is a corporate legal person, it shall be submitted to the general meeting of shareholders for deliberation and voting; 5. The acquiree, whether it is a legal person or a natural person, shall be deliberated and voted by the shareholders' meeting of the target company, and the preemptive rights of other shareholders shall be fully protected.

3. What should enterprises pay attention to in investment and M&A?

Enterprises investing in mergers and acquisitions should pay attention to the following points:

1. When acquiring a company, it is necessary to entrust a professional third-party institution to conduct due diligence on the financial and legal issues of the target company, and the acquirer evaluates the value of the target company according to the issues disclosed in the due diligence report;

2. The registered capital, paid-in capital, company qualifications, creditor's rights and debts, number of technical talents, intellectual property rights and fixed assets of the target company will affect the value of the target company;

3. The business reputation and credit investigation of the target company are also very important. If there is a problem, it will have an impact on the future;

4. Be fully prepared and entrust a professional third-party agency to conduct due diligence on the target company to minimize the risk of acquisition.

Article 172 of the Company Law provides that a merger of companies may take the form of merger by absorption or by merger. The absorption of another company by one company is a merger by absorption, and the absorbed company is dissolved. The merger of two or more companies creates a new company as a new merger, and the parties to the merger are dissolved.

1. Check whether the company has debts When acquiring a company, the undertaker must first consider the company's accounts, entrust a qualified accounting company, carefully check the company's accounts, and see if the transferred company has a potential debt crisis. 2. Check the company's previous business status Whether the transferred company was legally operated before, whether there were illegal and criminal activities in the business process, and whether there were bad records in the archives of the Industrial and Commercial Bureau. 3, whether every year on time annual report publicity is an important means for the state industrial and commercial organs to check whether the enterprise is operating legally, every year must take the initiative to report the information in the industrial and commercial system within the specified time, if not on time to participate, then the enterprise will be recorded, the enterprise pants fast dedication reputation declined, but also subject to punishment provisions.

4. Check the company's audit report Whether the company is a registered company, whether the company's registered capital is in place, whether there is a phenomenon of evading funds, whether the company's accounts are legal, etc., we must "keep our eyes open" and keep an eye on it to avoid unnecessary trouble due to negligence. Article 142 of the Company Law stipulates that the company shall not acquire the shares of the company. If a listed company acquires the company's shares, it shall fulfill its information disclosure obligations in accordance with the provisions of the "Law of the People's Republic of China on Hu Shen and the People's Republic of China".

If a listed company acquires the shares of the company due to the circumstances specified in subparagraphs (3), (5) and (6) of the first paragraph of this article, it shall do so through public centralized trading. The Company shall not accept the Company's ** as the subject of the pledge.