The Due Diligence gives the real opportunity to ensure the ideas of new business plans and business projects. This concept is popular on the market of legal services and our aim is - to make it clear, approachable and useful for you. We are ready to promote you to make proper decisions for your business development and implementation of new strategic plans.
To make the real level of risk within the entering on the new markets and contracting granted and also in the case of the involving of the borrowings the companies need the complex financial and legal information about the potential investing objects.
As a rule, the Due diligence is necessary or required in the case of:
-buying/selling the business, including investments in the foreign companies;
- restructuring of the company;
- providing evidence of the financial capacity to the foreign partner or investor;
- testing the safety and the ability of the counterparty to pay;
- creation of joint company.
As a result of the due diligence clients held adequate information of the investee, including determination of the investment, financial, tax and legal risks, creation of the independent evaluation of the investee, detailed studying of the company's financial conditions and market position.
The Law Firm "Tax Terra" offers the following services to conduct legal, tax and financial due diligence:
Legal Due Diligence
Legal due diligence is the list of successive actions exercising by the professionals to verify the compliance of the documents as a whole by parts in accordance to the current legislation and to goals of agreements under the execution.
Exercising of the legal review on a high level allows us to keep client from the unfavorable consequences while signing any document. Appropriate legal conclusions of the due diligence helps to make profitable decisions within the development of your business and identify already existing legal risks, or future legal risks in case of signing any agreement.
Legal due diligence is carried out to analyze the following aspects:
-legal aspects of the company activity, including the corporate history of the company (for example, the legitimacy of the privatization procedure of the registration or sale of shares/stocks);
- risks related to the current or future contracts;
- terms compliance with the labor legislation;
-terms compliance with the permitting requirements, licensing, and other legal issues.
Financial Due Diligence
The precise orientation and knowledge of the financial position of your company or that one you want to buy, and the strict picture of the future investee are required in the business decisions. The financial due diligence is the process of testing the economic aspects of the controversial issues in the accounting and financial spheres of the company. In the case you want to review the current financial position of the organization, the future agreements for financial risks, to invest into the new curious object - we are ready to provide;
- valuation of the financial conditions of the investee with the verification of all assets and obligations and their current valuation;
- identification of the critical risks to the transaction on proper time;
- identification of the most important financial indicators such as the normalized operating profit (EBITDA), the normalized net working capital and net debt;
- compliance data of the Information Memoranda with the financial statements and information to increase the level of trust of this information;
- to specify in the sales agreement required seller’s guarantees, and the issues must be solved within the negotiations with the appropriate adjustment of the final price;
- issues required to be resolved after the transaction intent to successful integration;
- the optimal structuring of the agreements.
Tax Due Diligence
Tax review is estimation of current and future tax obligations of the company. This is one aspect of the necessary diligence of the new business projects. Our work provides reviewing of potential risks and opportunities, the structural and financial issues of the agreements and independent recommendations regarding appropriate tax warranties from the legal and financial prospective. The tax review makes it possible to:
- estimate compliance of company’s tax policy with tax legislation requirements and taxation practices;
- review of the current status of payments of company to state budget in form of tax obligations;
- establish the risks related to the current or potential court dispute with the tax/customs offices or the pension fund;
identify tax risks, related to the performance of the obligations under the current agreements, loan agreements.