Whether Chinese companies invest through greenfield or brownfield, in overseas investments and with counterparties, they ultimately need to confirm the commercial arrangements for their investments in relevant transaction agreements, such as equity acquisition agreements and shareholder agreements. An important part that partners should consider when determining the underlying legal documents is the relevant exit arrangements. In the business world, the life cycle of a joint venture company can vary, but on average, the median life of a joint venture company is 10 years, which means that it is important to draft fully considered exit clauses in the relevant legal documents of the joint venture company. At the same time, a complete negotiation exit arrangement is also a legal protection against the failure of an investment project. However, at the initial stage of the project, the mood of the partners is passionate and they are confident about the cooperation prospects. In the project model, the focus is on the cash flow forecast above the breakeven point. Stress testing is more to prove the feasibility of the project than to consider and respond to the extreme black swan situation. In addition to matching the investment strategy and development strategy of the enterprise, the final exit mechanism is also relatively complex: unlike other mechanisms, exit mechanisms are scattered across different parts of the contract, including default clauses, compensation clauses, and dilution clauses. Therefore, we believe it is necessary to conduct a centralized review of the exit mechanism to assist Chinese enterprises in their overseas investment work.

"Wealth Management · Shiye" has been officially launched since today. Every half month, we summarize important policies, regulations, and regulatory information on wealth management, finance, and related industries at home and abroad. We are willing to share industry information and cutting-edge trends with you, enhance the professional level of our departments through in-depth research, create a unique service platform in the wealth management field of Gaopeng Law Firm, and contribute to the development of the financial field. Sincerely invite and thank you for your attention!

In our agency work in private fund manager dispute resolution cases, we have identified some common controversial points that determine the direction of relevant cases. This series of articles analyzes relevant issues from the perspective of safeguarding the rights and interests of fund managers. One of the articles in this series, "Consequences of Chapter 5 of the Nine People's Minutes" and How Private Fund Managers Should Respond "," How Private Fund Managers Demonstrate Fulfillment of Investor Suitability Obligations in Dispute Resolution ", and" How Private Fund Managers Refuse Investors' Claims for Rigid Redemption in Dispute Resolution ", are applicable to Chapter 5 of the Nine People's Minutes, respectively, And investors' appropriateness obligations and rigid cashing issues are analyzed. This article will discuss the issue of unfulfilled investment diligence obligations.

Private Equity Fund Civil and Commercial Dispute Resolution Series III



In our agency work in private fund manager dispute resolution cases, we have identified some common controversial points that determine the direction of relevant cases. This series of articles analyzes relevant issues from the perspective of safeguarding the rights and interests of fund managers. One of the articles in this series, "Consequences of Chapter 5 of the Minutes of the Nine People's Republic of China and How Private Fund Managers Should Respond", and the second, "How Private Fund Managers Demonstrate Fulfillment of Investor Suitability Obligations in Dispute Resolution", respectively analyze the applicability of Chapter 5 of the Minutes of the Nine People's Republic of China and the investor Suitability Obligations. This article will discuss issues related to rigid cashing.

The key to the conviction of the crime of insider trading and disclosing insider information is to accurately define the insiders, identify the content, formation time, disclosure of insider information, and specific behaviors of insider trading. This article will explore the main defense points of the crime of insider trading and disclosing insider information from the perspectives of the subject of insider trading, insider information, objective behavior, objective evidence, and sentencing based on judicial practice and experience and thinking in handling relevant cases.

Based on the quantitative analysis of 74 cases of insider trading and disclosure of insider information, including the types of insider information, specific criminal acts, criminal amounts, return of illegal income, and sentencing, we can discover the basic characteristics and trends of insider trading and disclosure of insider information in terms of the number of cases, geographical distribution, criminal subjects, objective behavior, and criminal penalties. This article will continue to conduct in-depth analysis of the main characteristics of insider trading and disclosure of insider information cases.

In recent years, with the continuous development of China's capital market, insider trading and disclosure of insider information have emerged in an endless stream. With the development of technology and innovation in trading methods, insider trading and disclosure of insider information cases have shown an increasing number, increasingly covert means, and increasingly complex forms. This article will take the crime of insider trading and disclosing insider information as the research object, and combine with judicial practice to introduce the specific behaviors, criminal amounts, and sentencing of insider trading and disclosing insider information, with a view to revealing the problems existing in judicial practice.

——Private Equity Fund Civil and Commercial Dispute Resolution Series II



In our agency work in private fund manager dispute resolution cases, we have identified some common controversial points that determine the direction of relevant cases. This series of articles analyzes relevant issues from the perspective of safeguarding the rights and interests of fund managers. This article mainly discusses the evidence that private fund managers may rely on in civil and commercial disputes to prove their investor suitability obligations on their own initiative or for the purpose of refutation (the allocation of the burden of proof for the appropriateness obligations of private fund managers is not within the scope of this article's discussion. Please refer to one of the articles in this series, Chapter 5, "The Consequences of the Application of the Nine Minutes of the People", and how private fund managers should respond).

Article 3 of the Interpretation requires that the illegal gains constituting the crime of providing intrusion or illegal control of computer information system programs and tools should exceed 5000 yuan, while the illegal gains constituting the crime of illegal business operations require that the amount of illegal business operations be more than 50000 yuan or the illegal gains be more than 10000 yuan. What is "illegal gains"? Is it "total amount theory" or "net amount theory"? In response to this issue, the author found that the courts have not reached a unified determination. Article 64 of the Criminal Law only mentions that all property illegally obtained by criminals should be recovered or ordered to be refunded, but it does not provide the concept of illegal income. However, the concept of illegal gains is scattered in other relevant provisions. For example, Article 17 of the "Interpretation of the Supreme People's Court on Certain Issues Concerning the Specific Application of Law in the Trial of Criminal Cases of Illegal Publications": The term "operating amount" as used in this interpretation refers to the amount obtained by multiplying the pricing amount of illegal publications by the number of illegal publications operated by the perpetrator. The term "illegal income amount" as used in this interpretation refers to the amount of profits. Article 10 of the Interpretation of the Supreme People's Procuratorate on Several Issues Concerning the Specific Application of Law in Handling Criminal Cases of Insider Trading and Disclosure of Insider Information. The term "illegal gains" specified in Article 180, paragraph 1, of the Criminal Law refers to benefits obtained or losses avoided through insider trading. Article 4 of the "Interpretation of the Supreme People's Court and the Supreme People's Procuratorate on Several Issues Concerning the Specific Application of Law in Handling Criminal Cases of Infringement of Intellectual Property Rights": The amount of illegal business operations exceeds 200000 yuan or the amount of illegal gains exceeds 100000 yuan. It also distinguishes between the amount of business and illegal income. Another example is the "Notice on Printing and Distributing Typical Cases of Bribery Crimes", which mentioned in the bribery case of Wang Moumou in Jiangxi that it is necessary to accurately identify the illegal gains from bribery crimes and actively cooperate with the recovery of stolen goods and losses. In this case, the court adopted the balance of the acquisition amount paid by the actor minus the total asset value of the acquired enterprise at the time of acquisition and the evaluation value of the molybdenum mining rights involved to determine the illegal proceeds of bribery. That is, "illegal income" is mostly based on the "net amount theory".