Due diligence in Russia is usually more focused and limited. Avoiding a “full-scope” due diligence is not uncommon and due diligence against certain warranties (or specific matters outlined by the purchaser’s team) is more frequently required. Conducting a supplier due diligence is worth looking into depending on sizes of deals and companies.
Company due diligence in Russia can be performed on several levels depending on the type of transaction and what the investors want to achieve. Russian company due diligence can be divided into three categories:
– commercial due diligence that can display the business model, the industry and the market the company operates in
– financial due diligence when the tax filings and the financial situation of the company can be checked
– legal due diligence when the company’s documentation is checked for any possible legal liabilities
For the acquisition of a Russian target company normally all three categories of due diligence are used but each to certain depth and at times as thorough as possible.
Besides commercial and legal due diligence, the financial and tax due diligence have special importance in Russia. Sellers normally do not accept to bear the tax risks resulting from the past. Therefore the legal certainty is too low and the Russian tax authorities argue from time to time without a real legal basis.
俄罗斯尽职调查平常是有限的和有重点的。 避免 《全面性》尽职调查也不是罕见的。通常对某些保证(或者对买方团队提出的具体事项)要求进行尽职调查。进行供应商尽职调查是值得研究的，取决于交易和公司的规模。
Legal note: There is no legislation in Russia that regulates due diligence acitivites. However, there are several Federal Laws that regulate what may be part of business intelligence search and collection. Those include: