Legal Due Diligence

Legal Services for Business

Specializations

Legal Due Diligence

The need for a legal audit of documentation

As a rule legal due diligence (LDD) of business entities documentation is prevalently carried out at the stage of negotiations for transactions related to sale and purchase of a business. Such transactions can be structured in the form of:

transactions for the purchase and sale of shares in authorized funds (stocks) of limited companies and joint stock companies;
mergers and acquisitions (M&A transactions);
transactions on sale and purchase of enterprises as property complexes.

Less frequently LDD is initiated by the decision of an executive manager (CEO) and/or founder/s of a business entity.

Accordingly, LDD is primarily aimed at identifying and determining ways to eliminate certain risks in relation to the Company, which may be due to the lack of the necessary corporate or licensing documentation (licenses, certificates, etc.), title documents regarding property objects or significant omissions at such documents drafting (obtaining).

Such factors (if revealed during LDD) can have a very significant impact on both the course of negotiations and the decision on the transaction (possible rejection of it) related to the acquisition of a business (or share in it) and the price of the transaction.

As part of legal due diligence subpractice lawyers of Lovtsov Klochko & Partners carry out legal analysis of documents under the following categories of legal relations:

corporate documents (Articles of association and other constituent documents, local legal acts, minutes of the general meetings of participants/shareholders, etc.);
labour relations;
intellectual property rights (trademarks, service marks and others), restrictions / encumbrances;
rights in relation to other property objects (real estate and other), restrictions / encumbrances;
disputes with the third parties (judicial and non-judicial);
availability of permits (licenses, certificates, etc.);
occupational safety;
fire safety;
waste management.

Types of services provided:

Determining the availability/lack of the documents required;
Analysis of the documents available for their compliance with the requirements;
Providing a written opinion on the existence/absence of any risks as well as recommendations on the elimination of risks identified.

The procedure and conditions for the provision of legal services by lawyers of Lovtsov Klochko & Partners on the reissuance of missing documentation as well as amendment of existing documentation in order to bring it into compliance with the requirements are subject to separate coordination with the Client following the results of LDD and the provision of a relevant opinion.

Contact persons:

Valery Lovtsov

Partner

+375 (29) 620-78-64 Valery.Lovtsov@lkp.by

Tatiana Klochko

Partner

+375 (29) 389-48-77 Tatiana.Klochko@lkp.by

Provision of legal services is paid on the basis of the cost and pricing principles previously agreed with the Client, namely: either on the basis of a fixed cost of services, or on the basis of a “budget” determining the allowable minimum and maximum cost limits, or on actual labour costs.

Payments are carried out on the basis of an invoice as well as Certificate of services rendered (if payment is made upon completion of the services rendering).

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