并购指引之并购合同起草审核的一般原则(一)
1. Questionnaire
1)Parties: Credit evaluation 1 to 10 or NA
2)Purpose: except
Special considerations:
Time,
experience
3. background: situation
4. Transaction mode: escrow fund share
5. Risks avoid
6. Similar industry transaction: competitors emulate
Part 2
1. Legal framework to indemnify risks and details
Law, interpretation and cases and published review English preferred and projects
Guiding minutes
2. Template
CN EN
3. VIP:ABCDEFG
Accuracy:
-Accuracy should be verified by published legal opinions, prospectus, published cases and leading legal scholar study as well as authoritative publications;
-Inquires, by phone or in person, should be done by different colleagues at different time;
-Use established terms or definitions;
-
-Never overstate your case. Be scrupulously accurate.
Consistency
Brevity
Aesthetics
3. Miscellaneous
Notice
Arbitration
the Hong Kong International Arbitration Centre (HKIAC)
Governing law
Entire agreement
Fraud
No waiver
Severability
Liguidedared damages
Avoided single set number
Sliding scale adjusts based on variable