{"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":"2026-09-14T17:00:07","modified_gmt":"2026-09-14T14:00:07","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":"

Legal due diligence is a check of a company or an asset before a deal. Its purpose is to answer three questions. What you are really buying<\/strong>, what obligations come with it<\/strong> and what it should cost once the risks found are taken into account<\/strong>.<\/p>\n

Legal due diligence pays for itself even when the deal falls through: a buyer who walked away from a company with a hidden multi-million guarantee because of our report paid tens of times less for the check than they would have lost.<\/p><\/blockquote>\n

We carry out legal due diligence for the purchase of a business, an equity investment, a merger, an asset purchase, and before lending secured on a company\u2019s assets.<\/p>\n

<\/svg>+38 095 554-54-24<\/span><\/a>legal consultation<\/span><\/div>\n

What we check<\/h2>\n
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Corporate structure<\/h3>

Who the real owners are (including the ultimate beneficial owner), whether the shares were lawfully acquired, whether there are shareholder disputes, and whether the director has authority to sign. A contract signed by someone without authority can be set aside.<\/p><\/div><\/article>

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Assets<\/h3>

Whether they actually belong to the company, whether title is registered, and whether there are encumbrances: mortgage, pledge, tax lien, attachments. It often turns out that the company\u2019s main asset is leased or held by a related party.<\/p><\/div><\/article>

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Liabilities<\/h3>

Loans, suretyships, guarantees, leasing. We look separately for suretyships and guarantees given for third parties: they are not always on the balance sheet, and they are triggered precisely once the company has been bought.<\/p><\/div><\/article>

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Litigation<\/h3>

Current and potential: the Unified State Register of Court Decisions, the Unified Register of Debtors, enforcement proceedings. We check the company, its counterparties and its founders.<\/p><\/div><\/article>

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Tax risks<\/h3>

Additional assessments, audits, tax notices under appeal, \u201crisky taxpayer\u201d status, blocked tax invoices. When corporate rights are bought, tax debt comes with the company.<\/p><\/div><\/article>

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Insolvency<\/h3>

Proceedings against the company, its counterparties or its owners. A transaction entered into on the eve of insolvency can be declared invalid under Art. 42 of the Bankruptcy Code, and the asset will be taken back from you.<\/p><\/div><\/article>

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Contracts<\/h3>

Termination terms, change of control clauses, penalties, exclusivity, long-term unfavourable commitments.<\/p><\/div><\/article>

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Employment<\/h3>

Wage arrears, disputes, undocumented staff, obligations under the collective agreement.<\/p><\/div><\/article>

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Licences and permits<\/h3>

Whether they are valid and whether they survive a change of owner. Often the licence is the real value of the business, and in an asset deal it does not transfer.<\/p><\/div><\/article>

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Sanctions risk<\/h3>

Whether the company, its owners or its counterparties appear on the sanctions lists of Ukraine, the EU, the USA or the United Kingdom.<\/p><\/div><\/article><\/div>\n

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

Two deal structures, two different risks<\/h2>\n
<\/svg>Share deal<\/span>

Buying corporate rights.<\/strong> You buy the company with everything it has: assets, debts, court cases, tax risks, including those you do not know about. Cheaper and faster, but risky.<\/p><\/div><\/div>

<\/svg>Asset deal<\/span>

Buying assets.<\/strong> You buy specific property, and the company\u2019s debts do not follow you (other than encumbrances on the asset itself). Slower and more expensive: VAT on the property, re-registration of every item. But far safer.<\/p><\/div><\/div><\/div>\n

The choice of structure is the main decision of the deal, and it is made on the strength of the due diligence. More on this: Purchase of a company\u2019s assets<\/a>.<\/p>\n

What to do with the risks found<\/h2>\n

Finding a risk is half the job. After that there are four options:<\/p>\n

  1. Walk away from the deal<\/strong> if the risk is critical.<\/li>
  2. Reduce the price<\/strong> by the amount of the risk identified. This is the commonest outcome: the due diligence report becomes an argument in the negotiations, and the discount is usually several times the cost of the check.<\/li>
  3. Change the structure of the deal<\/strong>: buy assets instead of corporate rights.<\/li>
  4. Protect yourself in the contract<\/strong>: seller\u2019s warranties, indemnity, escrow of part of the price until the risk is resolved, conditions precedent.<\/li><\/ol>\n

    The last point is missing from standard template contracts, and it is exactly the one that saves you when the risk materialises.<\/p>\n

    What we find most often<\/h2>\n