{"id":2823,"date":"2026-05-29T03:35:43","date_gmt":"2026-05-29T00:35:43","guid":{"rendered":"https:\/\/svaroglaw.com\/pravova-ekspertyza-due-diligence\/"},"modified":"2026-07-15T15:46:44","modified_gmt":"2026-07-15T12:46:44","slug":"pravova-ekspertyza-due-diligence","status":"publish","type":"page","link":"https:\/\/svaroglaw.com\/en\/finansovi-poslugy\/pravova-ekspertyza-due-diligence\/","title":{"rendered":"Legal assessment (Due Diligence)"},"content":{"rendered":"

Due diligence is the process of scrutinising a company or asset before a transaction<\/strong>, rather than afterwards. Its purpose is not simply to \u2018gather documents\u2019, but to answer three questions: what exactly are you buying<\/strong>, what liabilities will be transferred as part of the deal<\/strong>, and how much should it cost, taking into account the risks identified<\/strong>.<\/p>\n

Legal due diligence pays for itself even if the transaction falls through. Avoiding the purchase of a company with hidden debts running into several million, or an asset that does not belong to the seller, is precisely the outcome for which you are paying.<\/p>\n

We carry out due diligence for business acquisitions, equity investments, mergers, asset purchases and pre-lending assessments.<\/p>\n

+38 095 554-54-24<\/a> \u2014 legal advice<\/strong><\/p>\n

What we check<\/h2>\n

Corporate structure.<\/strong> Who are the actual owners (including the ultimate beneficial owner), have the shares been acquired lawfully, are there any corporate conflicts, and is the director authorised to sign the agreement? A contract signed by an unauthorised person is contestable.<\/p>\n

Assets.<\/strong> Do they actually belong to the company? Are the rights registered? Are there any encumbrances: mortgages, pledges, tax liens, or seizures? It often transpires that the company\u2019s key asset is leased or registered in the name of a related party.<\/p>\n

Liabilities.<\/strong> Loans, sureties, guarantees, leases. Particular attention should be paid to sureties and guarantees provided on behalf of third parties<\/strong>: these are not always reflected on the balance sheet, but come into play precisely when you have already purchased the company.<\/p>\n

Legal disputes.<\/strong> Current and potential: the register of court decisions, the register of debtors, enforcement proceedings. We check not only the company, but also its counterparties and founders.<\/p>\n

Tax risks.<\/strong> Additional tax assessments, audits, contested tax assessment notices, high-risk taxpayer status, blocked tax invoices. Tax liabilities are transferred along with the company.<\/p>\n

Bankruptcy.<\/strong> Proceedings against the company, its counterparties or owners. A transaction concluded on the eve of bankruptcy may be declared invalid \u2014 and the asset will be taken away from you.<\/p>\n

Contracts.<\/strong> Termination clauses, change of control, penalties, exclusivity, long-term onerous obligations.<\/p>\n

Employment relations.<\/strong> Unpaid wages, disputes, undeclared workers, obligations under a collective agreement.<\/p>\n

Licences and permits.<\/strong> Whether they remain valid or are transferred upon a change of ownership \u2014 often it is the licence itself that represents the true value of the business, and it is not transferable.<\/p>\n

Sanctions risks.<\/strong> Whether the company, its owners or counterparties appear on sanctions lists.<\/p>\n

\"Legal<\/a><\/p>\n

Two transaction structures \u2014 two different risks<\/h2>\n

Purchase of corporate rights (share deal).<\/strong> You buy the company in its entirety<\/strong>: assets, debts, legal proceedings, tax risks, including those you are unaware of. Cheaper and quicker, but risky.<\/p>\n

Purchase of assets (asset deal).<\/strong> You purchase specific assets \u2014 and the company\u2019s debts do not pass to you. It takes longer and is more expensive (taxes, re-registration), but is considerably safer.<\/p>\n

Choosing the structure is the key decision in the transaction, and it is made based on the results of due diligence<\/strong>, not before it.<\/p>\n

For more details: Purchasing a company\u2019s assets<\/a>.<\/p>\n

What to do about identified risks<\/h2>\n

Identifying a risk is only half the battle. There are then four options:<\/p>\n

    \n
  1. Withdraw from the transaction<\/strong> \u2014 if the risk is critical.<\/li>\n
  2. Reduce the price<\/strong> \u2014 by the amount of the identified risk. The most common outcome: the due diligence report becomes a bargaining chip in negotiations, and it pays for itself many times over.<\/li>\n
  3. Restructure the deal<\/strong> \u2014 purchase assets rather than corporate rights.<\/li>\n
  4. Protect yourself with a contract<\/strong> \u2014 seller\u2019s warranties, indemnity clauses, holding part of the price in escrow until the risk is clarified, and conditions precedent. <\/li>\n<\/ol>\n

    The last point is something not found in standard \u2018template\u2019 contracts. And it is precisely this that saves the day when a risk materialises.<\/p>\n

    When due diligence is not required<\/h2>\n

    When purchasing a small asset with a straightforward history, where the seller is verified and the amount involved is insignificant, a basic check of the registers may suffice. We\u2019ll put it that way.<\/p>\n

    Due Diligence is required when:<\/p>\n