Understanding and investigating counterparties is the premise of business cooperation. This paper puts forward some ideas from the legal point of view for discussion. Take the common cooperation situation as an example: whether it is investment, financing, * * business or loan, the following angles can be applied:

1. Look at each other's basic situation.

The basic information of the enterprise includes the years of establishment, business qualifications, industry rankings, development prospects, as well as the most important equity composition and historical changes of equity. Through the above dimensions, we can initially understand the basic situation of enterprises, which is also part of the law. As far as the case of equity disputes is concerned, many disputes are caused by the acquirer's failure to make serious legal and financial adjustments when investing. On the basis of the best adjustment, the M&A Agreement needs to be standardized and detailed, and the preconditions of the transaction and the liability for breach of contract should be set.

2. Review the financial situation

The financial status of an enterprise includes all kinds of financial data. At the same time, it is necessary to further understand whether the profit model is clear: whether the team focuses on its main business and has continuous investment; Whether there is a significant dependence on a single customer; Whether the revenue and net profit in the past three years have increased or decreased, and whether the increase or decrease is caused by the general environment or the factors of single operation. In a word, professional financial audit is indispensable.

3. Can the operation be standardized?

Standardization sounds a bit hollow, but it is equally important. An enterprise is a virtual entity in law. Like natural persons, they must be independent in law and operation. Neither can it be controlled by a major shareholder or its affiliated enterprises, nor can it be confused with people, money and business. Otherwise, it often lays hidden dangers for subsequent risks. Of course, the shareholders of a limited company bear limited liability within the scope of capital contribution, but there are many preconditions here. Without these preconditions, if shareholders infringe on the independent property rights of enterprises, creditors can drag shareholders in to investigate their responsibilities. In addition, we should pay special attention to the issue of guarantee. The undiscovered or unfinished guarantee is likely to drag the enterprise into the quagmire.

4. Dig deep for clues and get to know them in all directions

At present, all kinds of big data-based apps and public official website are convenient to query, and we can also get a preliminary understanding by querying the reputation of enterprises and shareholders and the cases involved. For projects involving a large amount of money, investors need to send teams from all chains or trading links to verify, transfer money to the front line of the market, or entrust professional institutions to make callbacks.

5. The transaction structure is very important.

Buyers are inferior to sellers. "From the perspective of the buyer or lender, the setting of the transaction structure is very important: from a micro perspective, it is reflected in the specific terms of the main contract and each sub-contract; From a macro perspective, it is necessary to restrain each other from multiple dimensions, such as the payment method of money; Guarantee and implementation of guarantee measures; In terms of trading time and conditions, where is the card, where is the flexibility; How to stipulate the terms of repurchase and gambling, and so on.

We often see a large number of commercial disputes in these places, and it is precisely because these places can also constitute disputes that there is at least room for contest and negotiation between the two sides. Otherwise, if the money comes out of into the pit, what else can I do except deliver the parcel? Therefore, after many practical cases, our team believes that the demanding requirements of investors/institutions are understandable, and real money is sincerity.