Corporate due diligence
A comprehensive review of the target company before a deal: corporate history, assets, contracts, litigation, employment relations, licences, tax risks. The result is a report with a risk map and recommendations on the deal structure and the warranties.
Why PROCTOR
For PROCTOR, Due Diligence is not a check of paperwork but a comprehensive legal diagnosis of the business.
We analyse the corporate history of the company, the ownership structure, the assets, the contract base, litigation, tax discipline, compliance matters, sanctions risks, intellectual property rights, employment relations, regulatory restrictions and possible criminal law risks.
The client receives not a list of documents with comments but a professional opinion on the real legal value of the business, on the critical risks, on the financial consequences should they materialise and on specific recommendations for changing the structure of the deal or the contractual mechanisms of protection.
It is this approach that allows our clients to take investment decisions on the basis of a full picture of the risks.
How the review runs
From the list of documents to a report in which every risk has a price and a way of closing it in the deal.
01
Scope and depth
We agree which areas the review covers and for what period: corporate history, assets, contracts, staff, tax, disputes and licences.
02
Document request
We send a structured request to the target company and open the data room. We track how complete the answers are and record everything not provided.
03
Analysis by area
Each block is reviewed by lawyers of the relevant practice, checking the documents against the registers, the court decisions and the tax history of the company.
04
The risk map
We produce the report: the risks found, the likelihood and the cost of each, the effect on the price. Those that make the deal unsafe are set out separately.
05
Turning findings into terms
We convert the report into specific changes: which warranties to write into the contract, which closing conditions to set, what to have fixed before signing.
Formats of the review
The depth of the review depends on the size of the target company and on what the client already knows about it.
Express counterparty check
A quick cut through open data: registers, court cases, tax status, sanctions lists. A short opinion on whether it is worth going any further.
Legal audit of a company
A full review across every area, with a report and a risk map ready to be used in negotiations over the price and the scope of the seller's warranties.
Due diligence within the deal
The review runs alongside the structuring of the transaction: the risks found go straight into the text of the contract and into the closing conditions.