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01 / TRANSACTION DUE DILIGENCE

Before signing, it is important to verify the circumstances on which the transaction is based

BLACKFILE compares the terms of the transaction with independent information on the parties, their authority, the subject matter, obligations, encumbrances and the actual ability to perform.

A professionally drafted contract does not compensate for incorrect underlying information. Verification establishes whether the documentary construction matches the actual circumstances.

At the first stage it is sufficient to name the parties, the subject matter of the transaction, the countries involved and the expected signing date. Sensitive documents are transferred only after a secure channel has been agreed.

  • PARTIES
  • AUTHORITY
  • OBLIGATIONS
  • ENCUMBRANCES
  • JURISDICTIONS
TRANSACTION010203040506070809
Scope of the transactionsubject matter and terms of the contract
02 / BEFORE SIGNING

A legally accurate contract does not compensate for unverified circumstances

A contract may be professionally drafted while relying on incorrect or incomplete underlying information. The signatory may lack the necessary authority, the property may be encumbered, material obligations may go undisclosed, and the actual capacity to perform may differ from what is stated.

Individual pieces of information may appear convincing on their own. Risk becomes visible only after comparing documents, corporate information, court materials, the history of the relationship and the actual circumstances.

We verify whether the intended transaction corresponds to the circumstances on which it is built.

03 / SITUATIONS

Before the moment a signature becomes an obligation

  1. 01

    Purchase of a business or an interest

    The parties, authority, subject of the transaction, material obligations, limitations and circumstances capable of affecting the transfer of control are verified.

  2. 02

    Purchase of a high-value asset

    It is necessary to confirm ownership, the right of disposal, the absence of material encumbrances and the actual ability to transfer the asset.

  3. 03

    International contract

    Differences between jurisdictions, the authority of the parties, the order of performance, related limitations and possible difficulties in enforcement are verified.

  4. 04

    Major commercial contract

    The counterparty's ability to perform its obligations, material dependencies, legal circumstances and the history of performance of similar contracts are analysed.

  5. 05

    Provision of financing

    The borrower, related persons, stated collateral, existing obligations and indicators of possible asset diversion are verified.

  6. 06

    Joint project

    It is necessary to establish the actual roles of the parties, the distribution of control, the origin of the contribution, conflicts of interest and possible exit scenarios.

  7. 07

    Dispute settlement

    The actual enforceability of the proposal, the authority of the participants, assets, obligations and circumstances capable of affecting performance of the agreement are verified.

04 / SCOPE OF VERIFICATION

From the signatory's authority to the actual enforceability of obligations

01

Parties to the transaction

  • legal existence
  • registration status
  • representatives and signatories
  • related structures
  • material changes prior to the transaction
02

Authority

  • right to sign
  • corporate approvals
  • powers of attorney
  • limits on authority
  • need for third-party consent
03

Subject matter of the transaction

  • ownership of the object
  • right of disposal
  • identification of assets or rights
  • pledges and encumbrances
  • restrictions on transfer
04

Obligations

  • existing contractual obligations
  • guarantees and sureties
  • liabilities
  • overlapping third-party rights
  • conditions affecting performance
05

Litigation and regulatory matters

  • pending and concluded disputes
  • enforcement proceedings
  • bankruptcies
  • prohibitions and restrictions
  • regulatory risks
06

Actual capacity to perform

  • available resources
  • material dependencies
  • performance history
  • related conflicts
  • circumstances contradicting the stated transaction model
07

Limitations of the check

  • registers not accessible
  • documents provided incompletely
  • differences between jurisdictions
  • information requiring third-party confirmation
  • circumstances that cannot be verified by lawful means
Scope of the transaction

Сделка проверяется по шести связанным контурам, а не по одному документу

Scope of verification
C-01

Parties

Confirmed
What is stated in the documents
The party is presented as an operating company with a stated history of activity and a group of related structures.
What could be confirmed
Legal existence, registration status, officers and publicly disclosed related entities.
What information diverges
The group of companies stated in negotiations may not match the composition of structures confirmed by registers.
What must be requested before signing
A current extract, the composition of participants, information on related persons and confirmation of the authority of governing bodies.
What relevance this has for the transaction
Determines with whom obligations actually arise and against whom a claim may be brought.

Red is used only for material discrepancies and risks capable of affecting the decision. Other statuses show the degree of confirmation.

The legal and analytical team reviews the contract page by page
SIGNATURE / REALITY

A signature creates an obligation. Verification determines how far it rests on reality.

05 / CONTRACT-REALITY CHECK

Each material term is checked against the actual circumstances

Comparison is carried out separately for each material term. A match on one point does not extend to the others.

Stated

What the party states in the contract, presentation, correspondence or documents provided.

Confirmed

What is confirmed by independent sources, official documents and comparable information.

Requires a decision

Discrepancies, missing documents, limitations and questions that must be closed before signing.

Stated

The party is the organization or person it represents itself to be.

Confirmed

Registration information, officers and the connection of the negotiating team to the contracting party.

Requires a decision

Match between the contracting party and the actual counterparty and its group.

06 / CRITICAL CONDITIONS

Ten conditions checked before signing

For each condition, the following are recorded: the stated version, sources, issues identified and significance for the transaction.

Parties

Заявленная версия

The parties to the agreement match the actual participants in the transaction.

Sources
  • Company registers
  • Corporate disclosures
Обнаруженные вопросы

Whether the contracting party matches the negotiating party and its group.

Significance for the transaction

Determines against whom claims can actually be brought.

07 / CHRONOLOGY

Risk often lies not in a single document but in a sequence of events

  1. 01

    Creation or acquisition of the object

    Origin of the asset or rights and the grounds on which they arose.

  2. 02

    Changes of owners and management

    Change of control, composition of participants and decision-makers.

  3. 03

    Emergence of obligations

    Loans, guarantees, sureties and encumbrances that arose before the transaction.

  4. 04

    Judicial or regulatory events

    Disputes, proceedings, checks and restrictions relating to the party or the object.

  5. 05

    Negotiations

    Statements by the parties, disclosed information and terms accepted in the process.

  6. 06

    Changes immediately before the transaction

    Actions taken shortly before signing that change the original terms.

  7. 07

    Anticipated signing

    The point at which the circumstances examined become obligations.

A change of director, transfer of an asset, a new pledge or a court dispute shortly before signing may matter more than the information stated in the main agreement.

08 / RESULT

List of circumstances that are confirmed, diverge, or require resolution

DELIVERABLES / STRUCTURETRANSACTION DUE DILIGENCE
  1. R-01profile of the parties
  2. R-02confirmation of available authority
  3. R-03verification of the transaction subject
  4. R-04map of obligations
  5. R-05encumbrances
  6. R-06material litigation circumstances
  7. R-07timeline
  8. R-08list of discrepancies
  9. R-09open conditions
  10. R-10questions for the counterparty
  11. R-11materials for the legal team
  12. R-12register of sources
  13. R-13limitations of the check
13 ПОЗИЦИЙ / ОДИН ОТЧЕТ
09 / CLIENTS

For those responsible for the consequences of signing

  • CL-01business owners
  • CL-02boards of directors
  • CL-03investors and funds
  • CL-04Family Offices
  • CL-05legal teams
  • CL-06banks and creditors
  • CL-07buyers of high-value assets
  • CL-08corporate security departments
  • CL-09transaction advisers
10 / MAIN CASE

When verification of the circumstances changes the structure of the deal

A composite example based on typical tasks

Before an international asset purchase, the seller, the signatory's authority, title to the asset, existing encumbrances and related litigation were checked.

01What was represented
The seller is a long-standing owner of the asset, free of encumbrances; the signatory is authorized without limitation; there are no disputes.
02Documents provided
Draft agreement, register extract for the asset, the seller's charter and the representative's power of attorney.
03What was verified independently
The asset's registry history, the seller's chain of title, the validity of the power of attorney, litigation and enforcement proceedings in two jurisdictions.
04Discrepancies identified
Part of the asset had recently passed to the seller through a related structure; a limitation applied to a share of the asset that was not reflected in the document package; the representative's authority required approval by a governing body.
05Questions to the legal team
The basis for the recent transfer, the procedure for lifting the limitation and the set of approvals required for signing.
06Conditions requiring additional confirmation
The right of disposal as at the transaction date, the absence of third-party rights and the validity of corporate approvals.
07Limits of the check
The seller's internal arrangements with its group are not accessible to lawful verification and are closed off by representations in the contract.
11 / SCENARIOS

When additional verification changes the terms of a transaction

Locating a bank's debtor and recovering the loan
CASE / TDDDebt Intelligence

Locating a bank's debtor and recovering a loan of RUB 950 million

Reconstruct the map of assets and interests in relation to a loan of 950 million roubles and set out the measures available.

Результат. Asset map reconstructed

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DD-01A composite example based on typical tasks

Limited authority of the signatory

Situation
Ahead of a major contract, it was necessary to confirm the representative's right to bind the company.
Stated
The signatory was presented as a person authorized to enter into the contract without further approvals.
Что проверялось
Registration information, the current version of the charter, disclosed resolutions of the governing bodies, and the scope of the power of attorney.
Discrepancies identified
The scope of authority stated in negotiations did not match the limitations following from the corporate documents.
Questions to the legal team
Whether approval of a governing body is required, whether the power of attorney is valid as of the signing date, and who is entitled to sign the contract for the stated amount.
Impact on the decision
The client and its legal team changed the signing procedure and the set of annexes to the contract.
DD-02A composite example based on typical tasks

Encumbrance on the transaction subject

Situation
The seller's documents did not reflect all circumstances capable of affecting the transfer of the asset.
Stated
The object was described as free of limitations and ready for transfer within the agreed period.
Что проверялось
Identification of the object, ownership information, publicly disclosed encumbrances, and third-party rights.
Discrepancies identified
The composition of the object in the contract differed from the register's information, and part of the limitations were not disclosed in the document set.
Questions to the legal team
What limitations apply as of the transaction date, whether third-party consent is required, and to what extent the right is transferred.
Impact on the decision
The parties clarified the description of the transaction subject and the procedure for removing limitations before settlement.
DD-03A composite example based on typical tasks

Undisclosed obligations of the counterparty

Situation
Before providing financing, a set of litigation, corporate, and financial indicators was checked.
Stated
The borrower stated that it had no material obligations to third parties.
Что проверялось
Court proceedings, enforcement records, corporate changes, and public information on guarantees.
Discrepancies identified
The combination of indicators pointed to obligations not reflected in the materials provided.
Questions to the legal team
List of existing guarantees and sureties, status of enforcement of decisions, and composition of related persons.
Impact on the decision
The creditor revised the security structure and the scope of representations in the contract.
DD-04A composite example based on typical tasks

Structural changes prior to signing

Situation
Shortly before the transaction, the counterparty changed its officers, related companies and allocation of obligations.
Stated
The party's structure is presented as unchanged over an extended period.
Что проверялось
Timeline of corporate changes, composition of participants, transfers of assets and the appearance of new related structures.
Discrepancies identified
Material changes occurred during the negotiation period and were not disclosed to the other party.
Questions to the legal team
Grounds for the changes, the composition of controlling persons as at the signing date and the fate of the transferred assets.
Impact on the decision
The client postponed the signing date and requested additional representations regarding the circumstances.
12 / SAMPLE OUTPUT

Structure of the Transaction Due Diligence Report

The report is built around the material terms of the deal. Alongside it is a final matrix of open conditions, which the legal team works from.

TRANSACTION DD REPORTSAMPLE
  1. 01Executive Summary
  2. 02Parties
  3. 03Authority
  4. 04Subject of Transaction
  5. 05Obligations
  6. 06Encumbrances
  7. 07Litigation
  8. 08Transaction Timeline
  9. 09Material Discrepancies
  10. 10Open Conditions
  11. 11Source Register

Final matrix of open conditions

ConditionStatusInfluenceAction requiredResponsible partyClosing deadline
Signatory's authorityDocument requiredHighRequest a resolution of the governing bodyCounterpartyBefore signing
Encumbrances on the assetDiscrepancy identifiedMaterialClarify the composition and procedure for liftingЮридическая командаBefore settlement
Litigation circumstancesConfirmedAccounted forReflect in the representationsBoth partiesIn the contract
Capacity to performDocument requiredMediumRequest additional guaranteesCounterpartyBefore signing

Demonstration report format. Does not describe a specific transaction.

13 / PROCESS

The check is built around a specific transaction, not a universal checklist

  1. 01Initial contact
  2. 02Verification of the lawfulness of the task and of any conflict of interest
  3. 03Identification of the parties, subject matter, countries and timeframe
  4. 04Identification of the material terms of the transaction
  5. 05Agreement on the scope of the check
  6. 06Collection and comparison of documents and independent information
  7. 07Verification of discrepancies
  8. 08Preparation of a risk map and list of questions
  9. 09Discussion of the results with the client or its legal team
14 / ENGAGEMENT FORMAT

The depth of the check depends on the value of the decision and the complexity of the obligations

The engagement format is selected based on the number of parties, the volume of documents and the value of the decision to be made. Timeframes run from the point the scope is agreed and the initial information is received.

01

Contract Check

from €3,000

Usually 4-7 business days

Suitable for a single counterparty and a single contract.

Included
  • verification of the party
  • basic registration information
  • verification of the signatory and available authority
  • basic litigation check
  • verification of material public limitations
  • initial comparison of documents
  • list of discrepancies found
  • brief risk map

Analytical memorandum with confirmed circumstances, limitations and questions to resolve before signing.

02Recommended format

Transaction Due Diligence

from €7,500 to €20,000

Usually 10-20 business days

Recommended format for a transaction, financing or major contract.

Included
  • multiple parties and related persons
  • extended verification of authority
  • verification of the transaction subject
  • obligations and encumbrances
  • corporate changes
  • litigation and regulatory matters
  • international sources
  • reconstruction of material timeline

Structured report with a schedule of sources and materials for the legal team

03Complex transaction

Complex Transaction Intelligence

On request

Timeframe determined after briefing

Suited to a complex international transaction, a group of companies, multiple assets or a conflict situation.

Included
  • several jurisdictions
  • complex structure of parties
  • extended verification of related obligations
  • analysis of the actual capacity to perform
  • additional sources
  • in-depth reconstruction of events
  • individual transaction map
  • materials for legal and negotiation teams

Individual format of materials, agreed with the legal and negotiation team.

The final cost depends on the number of parties, documents, assets, jurisdictions, the depth of the check and the agreed timeframe. Third-party costs are agreed before work begins.

15 / ADMISSIBILITY

Lawful purpose only, agreed scope and verifiable sources

BLACKFILE does not obtain unlawful access to banking secrecy, closed government systems, correspondence or protected personal data.

We do not substitute for a legal opinion, notarial verification, audit of financial statements or technical appraisal of an asset.

Each material conclusion is accompanied by its source, degree of confirmation and stated limitations.

17 / QUESTIONS

What needs to be understood before verification begins

A company check answers the question of what the organization is: structure, owners, beneficial owners, connected persons and corporate history. Legal Due Diligence is built around a specific transaction. We verify the parties, authority, subject matter of the agreement, obligations and circumstances to the extent that they affect the decision to sign. If ownership structure needs to be established separately, that falls under Company Due Diligence.

We treat the agreement as a source of stated terms: we identify material provisions and compare them against factual information about the parties and the subject matter. Legal review of the text, assessment of wording and preparation of a legal opinion are performed by legal counsel. Our result is the factual basis on which the lawyer decides on the revision of terms.

Within the limits of available sources, the position, information about the person in registers and the scope of authority disclosed in the documents provided are confirmed. Limitations set out in the charter or internal resolutions are visible only once obtained, so part of the questions are formulated as requests to the counterparty: power of attorney, current version of the charter, resolution of the authorized body.

Yes, to the extent lawfully accessible: public registers of pledges and restrictions, court and enforcement records, bankruptcy proceedings, corporate disclosures. Obligations that are nowhere disclosed cannot be fully established, so the report separately states what has been confirmed and what remains unverifiable and must be closed by representations and warranties in the agreement.

Yes. Work is carried out separately for each jurisdiction, since the set of available information differs: in some places participants and encumbrances are disclosed, in others only the fact of registration is accessible. The report states what information was obtained for each country and where sources are limited. The timeline of an international check depends on the number of jurisdictions and the process of obtaining official documents.

The discrepancy is recorded as a separate fact with both sources and the date indicated. We do not draw a conclusion about the party's intentions: the discrepancy may be explained by outdated information, an error or incomplete disclosure. The client receives the wording of the question to put to the counterparty, and the decision on its effect on the transaction is made together with the legal team.

Yes, this is the standard engagement format. Lawyers identify the material terms that require factual verification, we collect and cross-check the information, and then deliver materials with sources and degree of confirmation indicated. Where necessary, we take part in discussing the results and refine the scope of verification as negotiations proceed.

A limited check can be performed within a compressed timeframe if there is a single party, the jurisdiction is accessible and the list of material terms is clear. Timeframes increase with multiple jurisdictions, requests for official documents and the need to reconstruct a chronology of events. We provide a realistic timeframe once the scope has been defined and do not promise a result that cannot be achieved within the stated time.

At the initial stage it is sufficient to name the parties, the subject of the transaction, the countries involved and the expected signing date. This is enough to assess whether the task is feasible, the required depth and the timeframe. Contracts, passports and banking documents are not required at this stage and are transferred only after a secure channel has been agreed.

A profile of the parties, confirmation of authority, a list of documents reviewed, a map of obligations and connected persons, a chronology of material events, discrepancies identified, a map of legal and factual risks, a list of missing confirmations, questions for the counterparty and the limits of the verification performed. Confirmed circumstances are separated from analytical conclusions and working hypotheses.

The materials are prepared as a factual basis for the legal team: with sources, dates and degree of confirmation indicated. The question of whether a particular document is admissible as evidence is decided by the court under the rules of the relevant jurisdiction, so we do not state in advance that the materials will be accepted procedurally. If the matter is already connected with a dispute, the work is carried out under the Pre-Litigation Intelligence format.

Yes. The fact of the enquiry, the content of the matter and the results of the check are not disclosed to third parties. The party under review is not notified of the work, since the information is collected from available sources. Within the project, access to materials is limited to participants, and the procedure for transferring documents is agreed separately.

18 / INITIAL ASSESSMENT

Describe the transaction, the parties and the decision to be made

We will assess whether the task is feasible, the required depth of verification and the timeframe. A response is provided within one business day.

Contact

Contracts, passports and banking documents are not required at this stage. A secure transfer channel is offered after the initial assessment.

Before signing, the circumstances on which the agreement is based remain to be verified

Describe the parties, the subject of the transaction and the timeframe for the decision. BLACKFILE will assess whether the task is feasible, the required depth of verification and a secure format of engagement