We provide the following services in the field of financial consulting:
Financial, tax and legal due diligenceSee detail
The financial due diligence procedure allows you to assess risks and determine the fair price of a transaction when acquiring a stake in a business, providing project financing. We conduct financial and tax due diligence for our customers during the preparation process of transactions, around the world and across a wide range of industries.
Using the results of the financial due diligence allows our Clients to clearly understand and assess the risks associated with the acquired assets, negotiate them with the seller and, if necessary, adjust the initially agreed price and the essential terms of the share purchase and sale agreement.
The main stages of projects for conducting due financial verification, as a rule, are:
- analysis of the control system;
- analysis of the procurement, production and sales system;
- analysis of the results of operations and financial condition for the last 2-3 years. If necessary, we prepare a pro-forma of consolidated financial statements in accordance with IFRS, analysis of cash flows and working capital, analysis of the company's business valuation, budgets and forecast data;
- analysis of the corporate, operational and financial structure of the business;
- assessment of tax risks that may lead to significant cash outflows from the company under audit;
- assessment of legal risks related to asset ownership, litigation, ownership structure and other legal aspects of the business.
As a result, our clients receive a due diligence report that includes:
- analysis of the above aspects;
- a detailed description of the key financial, economic, tax and legal risks, and suggestions of ways to reduce them, for example by including reservations in the contract for the sale of shares;
- microeconomic analysis of the business, including a description of the main business drivers, calculation of the break-even point and its sensitivity to drivers, analysis of fixed, variable costs;
- proposed amendments to the business valuation model - both to the company valuation methodology and to value indicators (Revenue, EBITDA, Net Income);
- recommendations for canceling a trade (or a stop-loss point) as one of the options for completing a check.
Carrying out judicial and extrajudicial financial and economic expertiseSee detail
Financial and economic expertise may be required in order to obtain an independent opinion on the financial activities and condition of the company - in particular, on the following issues:
- economic feasibility of the costs incurred; the amount of losses incurred;
- solvency of the company / business;
- assessment of complex methodological issues of accounting for assets, liabilities, income and expenses in accordance with the requirements of IFRS;
- correspondence of transaction prices to the market level;
- the validity of the applied pricing methodology;
- comparability of transactions and analysis of the impact of differences between the terms of transactions on their results;
- calculation of adjusted business indicators and verification of the correctness of the calculation of individual financial indicators;
- independent assessment of the market value of assets;
- assessment of management's actions in specific economic situations / circumstances (for example, deliberate driving to bankruptcy / insolvency);
- the correctness of the application of methods of determination for the purposes of taxation of income (profit, revenue).
Financial Investigations and Audit ProceduresSee detail
- reproducing and documenting the history of the fraud, taking into account the detected data (interviewing witnesses, compilation of documents);
- classification of fraud with the point of view of responsibility:
- criminal (Criminal Code of the Russian Federation);
- civil law (Civil Code of the Russian Federation);
- disciplinary (Labor Code of the Russian Federation);
- corporate (Code of Corporate Conduct, Labor Code of the Russian Federation).
- summary of the sufficiency of evidence and facts;
- calculation of direct and, if possible, indirect damage from illegal actions, with a selection of documentary evidence of this information;
- preparation of recommendations on the implementation of preventive measures in the company's divisions to reduce the risk of a similar type of fraudulent activity.
Evaluating the effectiveness of the internal control and fraud prevention system
- preparation of a diagram of the company's main business processes, taking into account the materiality and liquidity of assets, as well as the number and distance of branches /divisions / subsidiaries;
- analysis of the existing control system and design of productive changes in it;
- assessment of the degree of reliability of the existing control system for each of the business cycles, including testing of resistance to typical fraud schemes;
- presentation of an independent opinion to the Management Board, Board of Directors, Supervisory Board and other management bodies of the company / group;
- training of the company's personnel on the topic «Fraud prevention» with the analysis of classical schemes;
- detailed analysis of the scheme with the calculation of economic damage;
- offering options for further actions for the owner.
Verification of the reliability of the results of the company's activities
- detailed analysis of the reporting of the company company /direction / business segment, taking into account the materiality of items of income, expenses, assets and liabilities of the company (including horizontal and vertical);
- preparation of an independent objective picture of the financial result of the company /direction / business segment, broken down into objective and subjective factors;
- presentation of one's own independent opinion regarding the financial result and financial condition of the company /line / business segment at the Board of Directors, Management Board and other governing bodies.
Independent evaluation of partnership compliance
- determination of the obligations of each of the partners under the agreements on the purchase of shares or agreements on joint activities;
- prioritizing conditions and obligations;
- article-by-article analysis of the fulfillment of obligations by partners under the agreement, including analysis on the principle of «essence over form» in relation to all business transactions;
- preparation of a conclusion on the fulfillment of mutual obligations, as well as calculation of the economic effect of non-fulfillment (late fulfillment) of conditions;
- acting as an arbiter when discussing the fulfillment of mutual obligations by partners.
Assessment of the reliability of financial statements
- detailed analysis of the reporting of the company / group, taking into account the materiality of items of income, expenses, assets and liabilities;
- assessment of financial statements for the presence of off-balance sheet transactions;
- assessment of the likelihood of cosmetic operations for each type of asset / liability, as well as income and expenses;
- testing of financial statements for the presence of transactions with affiliates;
- testing the financial statements for the presence of retroactive transactions;
- financial analysis of business transactions on the principle of «essence over form», taking into account materiality;
- preparation of adjusted reporting taking into account the results of the work of points 1-6 (highlighting the effect of cosmetic operations in the reporting).
Analysis of the existing personnel management system
- analysis of the forms of employment contracts with managers and employees used by the company, and job descriptions;
- analysis of approaches to ensure the security of information constituting a commercial secret;
- analysis of standard forms of contracts with counterparties;
- recommendations on the implementation of preventive measures, the implementation of a program to ensure the inevitability of punishment for illegal actions.
Examples of projects on financial consulting and agreed procedures: