Parties to the transaction
- legal existence
- registration status
- representatives and signatories
- related structures
- material changes prior to the transaction
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01 / TRANSACTION DUE DILIGENCEBLACKFILE 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.
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.
The parties, authority, subject of the transaction, material obligations, limitations and circumstances capable of affecting the transfer of control are verified.
It is necessary to confirm ownership, the right of disposal, the absence of material encumbrances and the actual ability to transfer the asset.
Differences between jurisdictions, the authority of the parties, the order of performance, related limitations and possible difficulties in enforcement are verified.
The counterparty's ability to perform its obligations, material dependencies, legal circumstances and the history of performance of similar contracts are analysed.
The borrower, related persons, stated collateral, existing obligations and indicators of possible asset diversion are verified.
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.
The actual enforceability of the proposal, the authority of the participants, assets, obligations and circumstances capable of affecting performance of the agreement are verified.
Red is used only for material discrepancies and risks capable of affecting the decision. Other statuses show the degree of confirmation.

A signature creates an obligation. Verification determines how far it rests on reality.
Comparison is carried out separately for each material term. A match on one point does not extend to the others.
What the party states in the contract, presentation, correspondence or documents provided.
What is confirmed by independent sources, official documents and comparable information.
Discrepancies, missing documents, limitations and questions that must be closed before signing.
The party is the organization or person it represents itself to be.
Registration information, officers and the connection of the negotiating team to the contracting party.
Match between the contracting party and the actual counterparty and its group.
For each condition, the following are recorded: the stated version, sources, issues identified and significance for the transaction.
The parties to the agreement match the actual participants in the transaction.
SourcesWhether the contracting party matches the negotiating party and its group.
Significance for the transactionDetermines against whom claims can actually be brought.
Origin of the asset or rights and the grounds on which they arose.
Change of control, composition of participants and decision-makers.
Loans, guarantees, sureties and encumbrances that arose before the transaction.
Disputes, proceedings, checks and restrictions relating to the party or the object.
Statements by the parties, disclosed information and terms accepted in the process.
Actions taken shortly before signing that change the original terms.
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.
Before an international asset purchase, the seller, the signatory's authority, title to the asset, existing encumbrances and related litigation were checked.

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
Открыть кейсThe 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.
| Condition | Status | Influence | Action required | Responsible party | Closing deadline |
|---|---|---|---|---|---|
| Signatory's authority | Document required | High | Request a resolution of the governing body | Counterparty | Before signing |
| Encumbrances on the asset | Discrepancy identified | Material | Clarify the composition and procedure for lifting | Юридическая команда | Before settlement |
| Litigation circumstances | Confirmed | Accounted for | Reflect in the representations | Both parties | In the contract |
| Capacity to perform | Document required | Medium | Request additional guarantees | Counterparty | Before signing |
Demonstration report format. Does not describe a specific transaction.
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.
from €3,000
Usually 4-7 business days
Suitable for a single counterparty and a single contract.
from €7,500 to €20,000
Usually 10-20 business days
Recommended format for a transaction, financing or major contract.
On request
Timeframe determined after briefing
Suited to a complex international transaction, a group of companies, multiple assets or a conflict situation.
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.
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.
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.
We will assess whether the task is feasible, the required depth of verification and the timeframe. A response is provided within one business day.
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