Financial, Commercial, Tax and Legal Due Diligence in Russia

Our data-driven and in-depth financial, tax and legal due diligence will provide a full picture of the benefits and risks associated with the potential deal in Russia.
We support investors in Russia starting from performing initial no-access and data room reviews to carrying out the full access financial due diligence.
Financial due diligence involves an investigative analysis of a business, assessment of the key drivers behind profits and cash flows. Our financial due diligence consultants also identify the key risks and potential deal breakers. 
Financial due diligence includes analysis of sustainable earnings and cash flows, capital expenditures and working capital trends. It puts a special emphasis on quality of information system and control environment. Financial due diligence consultants search for potential and hidden liabilities that might adversely affect the target after the transaction. Our financial due diligence experts also estimate potential differences between the Russian GAAP and IFRS or US GAAP.
The aim of tax due diligence is the analysis of the target with respect to its compliance with the tax regulations in Russia. 
Our experience indicates that identified tax risks can have a significant impact on the market value of the target. Tax risks might constitute a crucial argument in price negotiation process.  
Tax due diligence experts identify tax risks as well as analyse the previous decisions undertaken by the tax authorities.
Buyers should carry out a comprehensive legal due diligence on the target. Even small mistakes can have major consequences given the form-over-substance nature of the Russian law.
At a minimum, legal due diligence should confirm that the target was properly established, the seller owns the shares free and clear of encumbrances and share transfers were properly documented. Careful consideration should be given to on-going disputes, corruption policies and compliance with environmental standards in Russia. 
Legal due diligence experts should also examine the target material contracts and company’s title to assets. In addition, they investigate intellectual property and real estate status. 
Depending on the Client’s preferences we can propose and collaborate either with international or national law firms or boutiques with regards to the legal due diligence, structuring and drafting of SPA. 
Commercial review consists of a detailed market analysis as well as analysis of company’s strategic and business development plan. 
The market analysis takes into account defining market trends in the relevant market, benchmarked to the competitive level of product or service portfolios provided by major players on the market. 
The review includes detailed analysis of company’s operations, its supply chain, sales and distribution model, marketing strategy and a series of in-depth interview with business partners, customers and distributors.
Due Diligence Russia
andrey.sorochan@fttpartners.ru
Andrey Sorochan
Gained his experience from financial restructuring (World bank projects), audit (EY) and transaction advisory (Deloitte) engagements. 
Joined Grant Thornton Russia in 2006 (renamed as Baker Tilly Russia in 2015) where from 2011 he was a partner in charge for M&A transactions, restructuring and investigation services.
Qualified as CPA (New Hampshire Accountancy Board, US) and as CFE (Association of Certified Fraud Examiners). He earned an MBA in the Netherlands, M.I.Tax in Germany and is a CFA charterholder.   
FINANCIAL DUE DILIGENCE IN RUSSIA LED BY ANDREY SOROCHAN