Due Diligence

Strategic Business Audit for Transactions, Investors, and Executive Decisions

Due diligence is a key instrument for risk assessment, business valuation, and transaction structuring. In today’s environment — defined by war, regulatory shifts, market disruption, and the need for fast and confident decisions — due diligence must be redefined as a strategic service.

Parker Russell UA delivers an integrated, business-focused due diligence process designed for:

  • Mergers and acquisitions (M&A);
  • Attraction of strategic or financial investors;
  • Business restructuring;
  • Market entry or change in ownership structure.

 

Our team brings together auditors (ACCA, CPA), tax consultants, M&A lawyers, analysts, and compliance professionals. This multidisciplinary approach ensures that our findings reflect the full picture — financial, legal, tax, operational, reputational.

Scope of Due Diligence Services

Financial Due Diligence

Reliable Business Valuation

Financial due diligence is not just an analysis of financial statements. It is a structured verification of the economic reality of a business, allowing an investor or buyer to understand how stable, scalable, and economically grounded the company’s model is.

At Parker Russell UA, we approach financial analysis from a managerial perspective: we don’t just reconcile figures — we investigate how they arise, what they mean, and what their implications are for the deal.

Our analysis includes:

  • Financial results over time —  revenue, costs, gross and operating profit, EBITDA — considering seasonality, FX, inflation, non-recurring events, and transformational costs;
  • Profit structure and quality — sustainability, revenue breakdown by business lines, dependency on key customers or counterparties;
  • Working capital — receivables/payables, inventories, prepayments, and actual cash needs post-transaction;
  • Asset and liability structure — composition, quality, depreciation, related-party obligations, factoring, guarantees, pledges;
  • Cash flows — free cash flow generation, capex, contingent liabilities, seasonal liquidity gaps;
  • Normalization of financial data — adjustments under IFRS or deal objectives, exclusion of non-recurring transactions and irregular payments;
  • Forecast validation — analysis of management budgets and projections, scenario stress testing.

Control of Tax Risks and Efficiency of the Tax Model

Tax due diligence is a structured review of a company’s tax history, practices, reporting, and compliance. For investors or acquirers, it is not only a tool to identify risks but also an opportunity to optimize the tax architecture of the deal or group structure.

At Parker Russell UA, we perform tax analysis with full understanding of business logic, court practice, industry specifics, and local context. We assess both current obligations and potential tax implications of the transaction — including impact on price, earn-out structures, and deferred tax assets/liabilities.

We review:

  • Corporate income tax — compliance, historical losses, material adjustments, IFRS to tax transformation, correct treatment of timing differences;
  • VAT — registration status, timely invoice registration, risky transactions or counterparties, underreported/shifted input tax, fictitious transactions;
  • Payroll taxes — completeness of tax accrual and payment, use of sole proprietors and self-employed, risk of employment requalification;
  • Indirect taxes and other payments — excise, rent, environmental tax (where applicable), property and local taxes;
  • Transfer pricing — related-party transactions, submitted reports, risk of adjustments, impact on profitability;
  • Counterparties and group structure — related-party transactions, history of dealings with sanctioned or fictitious entities, supply/import/export chains from a tax perspective.

Transparent Structure, Protected Rights, Controlled Risks

Legal due diligence is a comprehensive analysis of the legal standing of the company, its assets, corporate structure, and contractual relationships. In today’s regulatory environment, legal risks may critically affect business value, deal execution, or asset management.

At Parker Russell Ukraine, we assess not only the formal existence of documents, but also the quality of corporate architecture and its consistency with real-life decision-making, governance, and accountability.

We analyze:

  •  Corporate structure — completeness and relevance of charter documents, shareholder agreements, corporate resolutions, risks of conflict or decision-making deadlock;
  • Title to shares, assets, and properties — verification of rights to corporate shares, land, real estate, equipment, IP, licenses;
  • Internal and external agreements — key contracts (lease, supply, sale, subcontracting, distribution, credit, leasing, agency/licensing), encumbrances, unilateral terms, change-of-control provisions, penalties, preferential conditions;
  • Regulatory compliance — mandatory licenses/permits, industry compliance, regulatory disputes;
  • Labor law and HR risks — labor and collective agreements, onboarding/termination procedures, occupational safety, confidentiality, labor disputes or risks of requalification;
  • Litigation and claims — pending court cases, enforcement procedures, reputation-sensitive matters (fraud, bankruptcy, etc.).
  • Screening of ultimate beneficiaries, top management, and shareholders for presence in sanctions lists (OFAC, FATF, EU);
  • Identification of politically exposed persons (PEPs), terrorism financing risks, reputational threats;
  • Analysis through international databases: World-Check, Dow Jones, court registries.
  • Full-scope review of the target company: ownership structure, IP, receivables/payables, change-of-control risks;
  • Preparation of Red Flag Report highlighting critical risks;
  • Evaluation of earn-out mechanisms, escrow terms, and financing structures;
  • Full support across all stages: LoI, Term Sheet, SPA, transition services;
  • Closing preparation: title transfers, corporate restructuring, tax wrap-up;
  • Post-Merger Integration — integration and audit of the combined structure.

Commercial Due Diligence: Market Viability and Strategic Logic

Commercial due diligence is an analytical review of a company’s market position, business model, competitive landscape, customer base, pricing strategy, and demand dynamics. It answers the key question: does this business have real potential and is it worth investing in?

Unlike legal or financial analysis, commercial DD focuses on value rather than compliance, and on future outlook rather than current performance. That’s why we offer this type of review for every large-scale M&A, restructuring, or investor deal.

We assess:

  • Strategic rationale — what business goals the deal solves (market entry, distribution expansion, team synergy, tech integration), fit with investor strategy, risk/return balance;
  • Market position — market share, segments, key clients, suppliers, entry/exit barriers, customer base stability, revenue breakdown;
  • Competitive environment — competitors’ strategies, strengths/weaknesses, pricing/margin pressure, risk of substitution or consolidation;
  • Industry context — trends, regulatory changes, macroeconomic factors, ESG risks;
  • Business model scalability — growth potential, market alignment, integration capacity.

Reputational Due Diligence: Trust, Accountability, Transactional Safety

Financials are only part of the picture. No investment, partnership, or acquisition is complete without understanding the reputational profile of the company, its UBOs, executives, counterparties, and public presence.

We integrate reputational DD into every complex engagement because we understand that transactional value includes reputational value.

We analyze:

  • Reputation of UBOs and executives — sanctions lists, investigative reporting, criminal cases, corporate conflicts, political exposure (PEPs), influence on decision-making;
  • Company history — litigation with employees, government or clients, allegations of misconduct, human rights violations, abuse, environmental breaches, scandals affecting ESG ratings;
  • Crisis response — reaction during turbulence (COVID, war, market shocks), transparency, social responsibility, ethics, media presence;
  • Key counterparties — supply chain links with sanctioned countries, history of involvement in fake schemes, raiding, money laundering, negative media coverage.

Operational Due Diligence: Resilience, Efficiency, Scalability

Operational due diligence analyzes how a business operates in practice: how processes are structured, how manageable operations are, how flexible the company is in responding to market changes, and whether it can scale without compromising quality or margins.

At Parker Russell UA, we assess operations through the lens of management logic — verifying whether the operating model supports the company’s value proposition, whether business plans align with real processes, and whether daily operations conceal investor risks.

We analyze:

  • Organizational structure and governance — clarity of reporting lines, responsibilities, decision-making, delegation, control, redundancy, centralization;
  • Core business processes — production, servicing, logistics, procurement, inventory, automation, standardization;
  • Supply chain — reliability, diversification, war-related risks (logistics, customs, FX), dependencies;
  • Quality management — control procedures, certifications, standards compliance, complaints, return rates, defect analysis;
  • Infrastructure and resources — facilities, equipment condition, capacity to handle growth without major capex, physical security (e.g., shelters, backup systems);
  • HR and personnel — staffing structure, key roles, dependency on individuals, adaptation/retention/training policies, HR documentation, labor risks.

Who Benefits from These Services?

  • CEOs / CFOs / COOs — for strategic decision-making on transactions;
  • Founders and shareholders — during fundraising, market expansion, or control transfer;
  • Investment funds, banks, and financial institutions — for structured financing;
  • Internal audit services – to assess compliance with internal policies.

Why Parker Russell UA?

Global Presence

in 75 Countries

We work closely with our international partners to implement local solutions that comply with national and global regulations.

Future-proof strategy

Our advice evolves with changing tax laws, treaty updates, and asset class innovation.

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Proven Experience

We support Ukrainian enterprises in various industries in building transparent and legally sound international structures.

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Confidentiality assured

We adhere to the strictest professional secrecy and client data protection standards.

Contact us today

To develop a well-documented, compliant, and future-ready international structure tailored to your business strategy.

Contact us today

To develop a well-documented, compliant, and future-ready international structure tailored to your business strategy.

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