《HowtoWriteaDueDiligenceReport如何写尽职调查报告》由会员分享，可在线阅读，更多相关《HowtoWriteaDueDiligenceReport如何写尽职调查报告（115页珍藏版）》请在金锄头文库上搜索。
1、morrison & foerster llpPreliminary Due Diligence Document Request ListHow to Write a Due Diligence Report for Investment PurposesThe Most Popular Drafting Model for Memos and DD ReportIn the United States legal education or practices, IRAC structure is the most used writing process for each and ever
2、y legal document. It is efficient, and very easily to be grasped.I-issueR-rules and cases, backgroundA-analysis C-conclusionWe can compare this structure with our Chineses classical writing methods: qi(起), cheng（承）, zhuan（转）, and he（合）.The Investment ModelAn international investor wishes to put some
3、 capital money into a domestic company, we call it a target company, and after the target company earns enough profits, for instance, the company can make an IPO in China securities market, then the investor may withdraw it investment, plus the premium interests or profits from the company, by trans
4、ferring the shares it has in the target company. It should be noted that in this process, the investor shall deal with the shareholders of the target company. At current China financial market, probably all the shareholders wish to go to the public market to attract more investment, so dealing with
5、these shareholders is not a major problem. The major problem is how to avoid the legal and the financial risks in the investment. What if the investment has some legal obstacles that prohibit it from withdrawal? This is the key issue and the most important concern in the DD Report.DefinitionA due di
6、ligence report, also called DD Report, is a widely used legal document in todays legal practice. Especially in international investment activities, DD Report can help the investor to make the right decision for its investment strategies.What is a DD Report? We can define the legal document as the ke
7、y and basic information about a target companys finance and management. The information can show the risks or the benefits for the investments. Before taking any actions, a rational investor, of course including all the experienced ones, generally will retain a law firm or an accounting firm to do t
8、he report.We can compare a DD Report with your personal diary. I write all the activities I did in one day into my diary, and for most of times, I only give a short summary of the most important things I had in this day. For instance, I do not write what I eat in a common day in my diary, but I will
9、 describe one dish in detail if I attend my friends marriage ceremony, if this dish impressed me so well. I mean whether it is very delicious, or it is very badly tasted. The reason is simple, it gives me some unusual experience, pleasant or unpleasant.A DD Report shows us what we read and examined
10、in the documents coming from the target company. We write what we saw in these documents and report them to our clients, just as we write what we experience in one day for our diary. Of course, since the documents are so big and we generally have to make most summaries for our writings. Occasionally
11、, we just translate some of the key documents from Chinese into English and put them into our report.Because I am a legal practitioner, I will explain the DD Report from a legal point of view. As a result, the DD Report for my client must show the most important investment risks. Steps to Do the DD
12、ReportGenerally, if we wish to have a complete DD Report, the following four steps have to be followed. And a moderate DD Report usually will take us two to three weeks to finish.Step One: Collect All the Information from the Target CompanyAt this step, we shall produce a Documentation Request List
13、and ask the relevant legal documents from the company. I give you such an example as an attachment one. Let us go through the list very quickly, I am sure that after you have finished reading of this list, you can get a rough impression on a target companys structure, and management system.Step Two:
14、 Review the Documents and Produce a Question ListAt this stage, we shall carefully read word by word, number by number, date by date, figure by figure, every of the delivered documents from the company, and ask questions in detail about the legality and clearness for them. For example, if we see som
15、ewhere in one document is unclear because of the printing process, and then we shall request another clear copy of this document. The other example, if we miss one page of a contract, then we shall ask for the missing one from the company. Another example, if one certificate needs to be annually reg
16、istered, and it is not for the past year, then we should ask when the certificate will be registered or examined this year. Kindly remind the company to deliver the missing documents in a reasonable time. This process is very time-consuming. We shall keep alert on every suspicious point in the documents.Step Three: Onsite Interview with the Officers of the CompanyIf
