First of all, the best way to give loans to enterprises is that the project company is a brand-new company. Before the loan, he will sign an agreement without adding foreign debts and keep the company's seal, so that he can't lend in the name of the company, and there will be no hidden debts off the balance sheet. If the loan company has a history of operation and a certain number of years of operation, there are certain risks in taking the form of equity acquisition and repurchase. The advantage of this stock purchase loan method is that you participate in company management as a shareholder and have the ability to manage major issues. However, once the lender defaults, even fails to repay the loan and runs away, the repurchase terms you signed will not be fulfilled. The hidden debt problems that occurred before you bought the company will be exposed (because the lender may have borrowed in the name of the company before you bought it, but it was not written into the balance sheet), and the company you bought must bear these hidden debts.
Secondly, if the above content is the latter, then the key point is to make a good inventory of hidden debts before the acquisition, clarify the acquisition items, and sign relevant clauses with exclusivity and gambling. The key point is to investigate and verify the invisible debt before merger and acquisition purposefully and pertinently. Investigation and verification can take the following three specific methods. This kind of investigation and verification can be carried out by the purchaser himself or by entrusting others. You can also ask the acquired party to produce real and effective evidence to prove its invisible debt. Of course, it is best to entrust a lawyer to investigate and verify it.
Investigate the business dealings between the acquired enterprise and its business units in the past two years, to find out whether the acquired enterprise has breached the contract, to find out the guarantee situation of the acquired enterprise, and whether it is possible to assume the guarantee responsibility.
The delivery of acquired real estate enterprises, the construction of pre-sold houses, whether the project can't be delivered on schedule, whether there is no pre-sale permit for commercial housing to sell real estate (selling uncompleted flats, group buying), whether there are buyers who do not meet the state regulations to advance the sales amount of commercial housing, and whether these situations will lead to return a house and increase hidden debts.
Timely release information in the form of announcement, and understand the invisible debt problem of the acquired enterprise through social feedback. Paragraph 3 of Article 184 of the Company Law stipulates: "When a company merges, the merging party shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make three announcements in the newspaper within 30 days. " The acquirer shall make use of this provision to issue an announcement in a timely and effective manner, disclose information to the public, and have a comprehensive and detailed understanding of the debts of the merged enterprise, including invisible debts.
Then at the time of acquisition, it is agreed with the other party to reserve some M&A expenses. Within a certain period (which can be defined as one year), if the acquired party fails to bear the invisible debt of the acquired enterprise, it will pay the due reserved M&A expenses, and if it bears the invisible debt, it will be borne by the reserved M&A expenses.
Finally, after taking the above measures, invisible debts are still not found in time. After the two parties sign the relevant acquisition agreement, because the amount of invisible debt that the acquired enterprise should bear is very large, which exceeds the reserved M&A expenses, the acquirer should bring a lawsuit in time on the grounds of gross misunderstanding or fraud, and request the court to declare the M&A Agreement invalid or cancel the equity acquisition agreement to avoid economic losses.
As a limited partnership fund engaged in creditor's rights investment, because there is no financial license, the carrier itself has great risks. With regard to implicit debt, we must do it step by step, eliminate the management risk of implicit debt, and pay attention to the actual collateral, such as value and liquidity. Set aside a period of cash to ensure that it can be paid to investors on time.