在证券市场上,我们经常可以听到一个使用频率非常高的词语“尽职调查”。无论是证券发行,还是资产重组,或是公司收购,证券监管部门通常要求注册会计师等中介机构进行尽职调查。在注册会计师行业里,尽职调查又叫“审慎性调查”,其英文叫“due deligence”,按字面翻译就是“应有的勤奋”。意即参与证券发行、资产重组或公司收购的中介机构为了解发行人、重组对象或目标企业的情况所必须作出的努力。一般而言,从国际惯例来看,当拟发生公司购并活动时,要聘请注册会计师进行审慎性调查。在我国,随着证券市场的发展,越来越多的公司聘请注册会计师进行审慎性调查。本文以收购兼并过程中的审慎性调查为例,说明审慎性调查的内容等。 In the securities market, we often hear a very frequently used term “due diligence.” Whether it is the issuance of securities, the reorganization of assets, or the acquisition of a company, securities regulators usually require CPAs and other intermediaries to conduct due diligence. In the CPA profession, due diligence is also called “due diligence” in English, “literally translated as” due diligence. " Meaning the efforts that intermediaries involved in the issuance, reorganization of assets or acquisitions of companies must make in order to understand the circumstances of issuers, reorganizers or target companies. In general, from international practice, when it is proposed that a merger or acquisition activity be held, a certified public accountant should be engaged in a cautious investigation. In our country, with the development of securities market, more and more companies employ certified public accountants for cautious investigation. This article takes the prudent investigation in the merger and acquisition process as an example to illustrate the content of the prudent investigation.