The operation of private equity fund cannot do without the work of lawyers, can say, the professional lawyers in private equity funds the operation of professional planning, assessment and recommendations, can create considerable value added service for private equity funds.

   A raised stage, lawyer

   The establishment of lawyers involved in the private equity fund, can not only help to improve internal governance structure, investment institutions to guard against investment risks, protect the interests of investors, but also can provide professional advice and standardized text, help raise, regulating the establishment of private equity fund. To set up a private equity fund in raising the lawyers work:

   1, the fund to participate in the pattern design

   At present, China's private equity investment fund mainly by the company, limited partnership and trust system three kinds of forms of organization, three types each have advantages and disadvantages.

   If the corporation mode, lawyers need to review compliance with"Interim Measures for the administration of venture investment enterprises" and"Regulations on foreign invested venture investment enterprises provisions" for investors, the threshold of registered capital, investment management qualification and other substantive conditions;

   If the use of the limited partnership system, to review compliance with local laws, rules and regulations set the investment threshold, and the investment management qualification;

   If the trust system, to review compliance with"Private equity investment trust company trust business operation guidelines" to trust and investment Consultants Co.

   2, to participate in the fund roadshow and investment negotiations

   Lawyers can help the fund sponsors to fund roadshow, manufacture, modify the roadshow materials and fund the initial formation and investment letter of intent, participation of investors and fund sponsors of negotiation, also can help fund selection and recommendation agencies specialized in fund promotion, drafting and modifying sales agency agreement.

   3, the drafting of the core legal text fund

   According to the different forms of organization fund set up, a lawyer to help fund draft and determine the private equity fund the final legal text. For example"Articles of association","Internal management rules and regulations","Limited partnership agreement","And" trust contract"Entrusted investment consulting agreement" etc..

   4, to assist the establishment approval and registration

   For private equity funds, foreign investment companies must be approved by the Ministry of Commerce or the local competent departments of Commerce, also requires approval of the Ministry of science and technology, in the approval, shall be the industrial and commercial registration. Partnership Private Equity Fund has not been open to foreign investors at the moment, so only need to register to the local business sector.

   5, the fund share change, transfer

   Fund to introduce new investors or the original investors of the share transfer, will involve other protocols, the process will also need the assistance of counsel.

   Two, the operational phase of lawyer

   Private equity fund investment through project screening, review, evaluation and negotiation stage, lawyers involved in the investment decision can not only help to choose the right investment object, to ensure that the investment project with investment objective, and to guard against legal risks.

   1, investment stage

   Investors in the investment to lawyers for the recognition of the legal feasibility needs stage, the major work in this stage lawyers including project feasibility is demonstrated and the investment mode of planning.

   Stage 2, investment

   Law and legal text lawyers throughout the investment process can offer include:

   (1) draft letter of intent and confidentiality agreement

   In the investment and portfolio companies reached a preliminary investment intentions, the lawyer will help to develop the investment intent. At the same time, the lawyer can help the parties to confidentiality agreements, to ensure that the negotiations were conducted in safety and secrecy. If the due diligence investigation results are basically consistent with the enterprises invested by the disclosure of the contents of the letter of intent, the investment becomes the core clause finally in the purchase agreement.

   (2) due diligence

   Investment agreement signatory is completed, investors entrusted lawyer legal validity of various legal documents by the invested enterprise and business operations and assets are reviewed legal due diligence. On the legal risk out of the investigation are revealed and evaluation, as far as possible, and proposed the corresponding solution.

   (3) the drafting of the investment agreement

   In the due diligence is completed, entering the draft investment agreements. Including investment agreement may be in the form of"Investment agreement","Equity transfer agreement" or "asset purchase agreement", its main contents are:

   A, financial instruments

   Financial tools selection issues to consider include investment assets, investors stable returns, the investment of the enterprises to effectively control etc.. Common financial tool for investors have the option of common stock, preferred stocks, convertible preferred stocks, convertible debt, creditor's rights law according to the actual situation, proposed to select the most effective financial tools.

   B, ownership arrangement

   The investor's investment in the enterprises invested in equity share, in relation to the interests of shareholders and between shareholders, the financing structure of mutual checks and balances. Ownership structure and corporate earnings(PE) value, usually used is the Post-Value value, namely the ratio is calculated according to the investment and the enterprise value of PE by calculation of investment investors can obtain investment ratio.

   C, governance structure

   Governance structure including the composition and the vote of the board of directors, executives are recommended, in financial personnel, and failed to reach the expected performance of governance structure change. In addition, the lawyer can design the incentive and restraint mechanism, to realize the effective control of investors invested enterprises senior management personnel.

   D, exit strategy

   Investors pay attention to maximize the return on the capital investment, the lawyer can help to design appropriate exit strategies and channels.

   E, transaction process

   The transaction process including the approval, registration, payment process and the process of enterprises invested by investors and the handover process, the transaction process is the key to the implementation and execution of the entire investment plan.

   3, investment agreement was signed and the implementation phase

   After the completion of negotiations, signed the lawyers will assist the parties to complete the investment agreement, as well as to the examination and approval authority for approval and assist to handle formalities. At the same time, including investment business and investors to transfer procedures, personnel stationed, material transfer, asset inventory.

   Three, investment management phase of the work of lawyers

   Private equity investment enterprise, a lawyer can help private equity fund investment management of enterprises according to the actual situation of the invested enterprises, mainly reflected in the:

   1, to assist the private equity funds to further improve the internal governance structure of the invested enterprise

   Such as adjusting board seats, adjust the performance assessment and incentive mechanism or increase the management stock ownership plan, hiring new executives in financial management, etc.;

   2, to assist the private equity fund listed counseling of the invested enterprise

   According to the different requirements of the securities market, further consolidation of the invested enterprise, in order to meet the requirements of listing enterprises invested by the normative.

   3, to assist the private equity funds to other major decision invested enterprise

   For example, the reorganization of assets of foreign investment, to provide legal advice.

   Four, from the stage of the law

   Private equity fund from a variety of channels and ways,IPO, M & a withdrawal, management buy back or liquidation. In order to overseas listed as an example, the lawyer's job is as follows:

   1, ways of listing

   Lawyers understand the advantages and disadvantages of various ways of listing, can help enterprises to choose more suitable for the listed way, help the enterprise to gain the maximum profit.

   2, corporate restructuring

   Required prior to listing on the company's architecture by foreign exchange and domestic regulatory requirements for reforming, to meet the requirements listed and conditions. Lawyers can help formulate restructuring plan, to amend the articles of association, and shall assist in handling the relevant examination and approval formalities of foreign exchange registration, change, or the registration formalities.

   3, to obtain pre qualification

   Lawyers can help to make the relevant application documents, according to the procedures stipulated, get listed overseas preelection enterprise qualification.

   4, reporting and audit

   Listed companies to report to the Securities Committee of the State Council document is mainly the prospectus, the articles of association of the company and the issuance plan, a lawyer can help to file, and provide legal advice.

   5, issuing and listing

   Enterprise shares after the listing, should be in accordance with the stock exchange regulations, regularly or irregularly disclosure of relevant information, investors accept inquiries, the lawyer will provide relevant legal advice according to the actual situation.