On The Legal Problems And Improvement Of China 's Sewage Disposal

Lawyer’s due diligence is a mandatory requirement by law in security transactions and there are relevant rules as guidance. However, the aforesaid rules are only tentative measures as directi on and guidance, discussed and passed by China Securities Regulatory Commission(CSRC) and Mi nistry of Justice without further specific rules and regulations. As to the practical operations, the l awyers mostly rely on their own experience and consciousness, which may lead to that the result s of due diligence are not systematic and unified and may even cause damages to the entities.The relevant departments and ministries fail to pay enough attention to lawyer’s due diligen ce and the enterprises make their own decisions without mandatory regulations and specific rule s for operation, which may lead to the failure of M&A and cause a loss of the enterprises and the country.Lawyer’s due diligence is a mandatory requirement by law in security transactions and there are relevant rules as guidance. However, the aforesaid rules are only tentative measures as direction and guidance, discussed and passed by China Securities Regulatory Commission(CSRC) and Ministry of Justice without further specific rules and regulations. As to the practical operations, the lawyers mostly rely on their own experience and consciousness, which may lead to that the results of due diligence are not systematic and unified and may even cause damages to the entities. In the field of M&A(Mergers and Acquisitions),the relevant departments and ministries fail to pay enough attention to lawyer’s due diligence and the enterprises make their own decisions without mandatory regulations and specific rules for operation, which may lead to the failure of M&A and cause a loss of the enterprises and the country.Besides the abstract and ending parts, this article includes four parts: the first part is the origin and classification beginning from the conception of the due diligence, such as the explanation of due diligence in Black Law Dictionary is that proper requirement by law or reasonable caution people shall maintain during investigation. Then the article briefly discusses the classification of due diligence, which will be different in accordance with its background and content. Based on its background, due diligence can be divided into due diligence of security transactions and non‐security transactions. Based on its content, due diligence can be divided into due diligence of market, finance, human resource and law. This article will mainly discuss due diligence of law.The second part will discuss the function and content of due diligence in equity acquisition. The article will first discuss the function of due diligence in equity acquisition in the following three ways: the benefit to the client, the effects to the object and the effects to the lawyers. There are three aspects of work that need to be done: the collection of effective information, the analysis of the information and the issue of professional opinions.The third part is legal issues the author encountered during the practice of due diligence in equity acquisition. The article will take three cases as the explanation of the practicality of due diligence in equity acquisition. The first case is the examination of the shareholder’s contribution, the second is shareholders’ fixed amount of dividends and the last is legal analysis of share transfer.The last part is the main point of the article. The author will give some advices on how to conduct due diligence and put forward some tentative and constructive suggestions on the external legal environment of due diligence. In order to well conduct due diligence, people need to reasonably and prudently carry out their obligations, fully find out the crucial facts and well understand the real purpose of acquisition and commercial mode. As to the law, the external legal environment need to be further improved, such as the legislation on due diligence of security transaction need to be enhanced.