+7 499 460-63-47 RU

PRACTICE / 04

Due diligence, valuation and audit

A report that stands up in litigation, not one that merely looks good.

Call us: +7 499 460-63-47
Review covers
Law · tax · HR · finance
Deliverable
Report with a risk map
Response time
Same day

Valuation and audit are not a standalone precaution here — they are part of the legal work. A valuation report is needed to justify the price of a participation interest in a corporate dispute, the size of a claim in insolvency, the value of property on a division of assets or the loss in a damages claim. We therefore prepare it from the outset on the basis that the other side will attack it.

The same goes for an audit: it shows not only figures but consequences — tax, corporate and criminal.

What we do

  • Value businesses and participation interests: for transactions, disputes, a shareholder's exit, inheritance.
  • Value the market price of real estate — for transactions, challenges to cadastral value, security and division of property.
  • Value movable property: equipment, vehicles, stock.
  • Value claims — receivables and claims in the register of creditors.
  • Run due diligence on a company before a purchase, an investment or lending.
  • Carry out voluntary and internal audits and audits of financial statements.
  • Run a full audit — financial, tax, HR and legal — with a risk map and priorities.
  • Propose improvements to business processes on the back of the audit: contract work, document flow, allocation of authority and internal regulations.

Typical situations

  • A shareholder is leaving the company and disagrees with the calculation of the value of his interest.
  • The cadastral value of a property is overstated and the property tax has multiplied.
  • Before buying a company you need to know the real value of the asset and what liabilities have attached to it.
  • In insolvency proceedings the value of property that is about to be sold cheaply to connected parties has to be substantiated.
  • The owner has not checked for a long time what is happening inside: who signs contracts, what obligations have been taken on, where HR and tax stand.

Commercial disputes in Russia are heard by the arbitrazh courts — the state commercial courts, not private arbitration tribunals; disputes involving individuals go to the courts of general jurisdiction.

HOW THE WORK IS ORGANISED

How the work is organised

Defining the task

We establish the purpose of the valuation or audit and where the report will be used: a transaction, court, insolvency, a tax dispute. That determines the approach and the scope.

1–3 days

Gathering data

Documents, inspection of the property, accounting data, market comparables, industry information. We request exactly what is needed — as a single list, in one go.

1–3 weeks

Report and defence of the conclusions

We prepare the report, explain the conclusions in plain language and, where required, appear and defend the calculations in court or before a regulator.

as agreed

RESULTS

Cases from this practice

M&A and corporate law2024

49,000sq m within the transaction perimeter

M&A support: Amba supermarkets to X5 Group

We advised on X5 Group's acquisition of the Amba supermarket chain in Khabarovsk Territory: long-term lease rights over sites totalling more than 49,000 sq m, and their relaunch under the Pyaterochka brand in Khabarovsk, Komsomolsk-on-Amur and 14 district centres. The territory became the chain's 69th region of operation.

Read the case

M&A · retailKhabarovsk Territory7 August 2024

Tax disputes2024

RUB 93.5million of tax assessment overturned

Tax assessment and interest overturned after a field tax audit

Following a field audit, VK-I was assessed RUB 93.5 million of arrears and RUB 26.4 million of interest, with administrative proceedings opened under art. 122(3) of the Tax Code: the tax authority treated loans from a foreign company as artificial. We proved the economic purpose of the loans, that they were actually serviced, and that the audit itself was procedurally flawed. The decision was quashed and the proceedings discontinued.

Read the case

Tax · field auditInterest RUB 26.4 million7 August 2024

Subsidiary liability2024

2 of 3clients released from the claims

Subsidiary liability claim refused in the AO E. insolvency

The bankruptcy trustee applied to hold three of our clients subsidiarily liable. We obtained an order splitting the claims into separate proceedings and prepared an individual position for each. The Arbitrazh Court of the City of Moscow refused the trustee's application in respect of two of them; work for the third continues.

Read the case

Insolvency · subsidiary liabilityCase No. А40-25957/20-106-3524 April 2024

QUESTIONS

Frequently asked questions

How does your valuation report differ from one produced by a valuation firm?

We prepare it for a specific matter and know in advance who will attack it and how. The report therefore sets out the data sources and the logic of the calculation, and we are ready to defend the conclusions at the hearing and against the other side's expert.

How long does due diligence on a company take?

One to three weeks to gather and analyse the data, depending on the size of the business and how quickly the seller releases documents. We send the list of documents required as a single file so the review does not stretch over several rounds.

Can only part of the business be reviewed — tax or HR, for example?

Yes. We scope the work to the task: before a transaction the full perimeter is usually needed; before a tax audit, the tax and contract blocks; before a change of director, corporate procedures and authority.

Will the valuation report be accepted by a court and by a bank?

The report is prepared to the requirements of Russian valuation legislation and is used in court, in insolvency, for security and in tax disputes. If it has to satisfy a particular bank or authority, tell us in advance — that determines which annexes are needed.

PRACTICE SERVICES

Individual services

01 / SERVICE

Legal due diligence

Before buying a business or taking a stake, you need to know what you are actually acquiring and which liabilities come with it.

Read more

02 / SERVICE

Counterparty checks

Before a large advance, extended payment terms or a long-term contract, you need to know whether there is a real business behind the counterparty and whether it can…

Read more

NEXT STEP

Let us look at your situation

The consultation is free when an engagement is signed: we tell you whether the matter has prospects and roughly what running it will cost.

Call us: +7 499 460-63-47