- An investor is acquiring a majority stake and needs the risks quantified before pricing.
- A lender requires legal diligence on Ukrainian collateral before disbursing.
- A buyer of commercial real estate needs the title history checked for defects.
- A group is onboarding a new Ukrainian distributor and needs integrity screening.
- A seller wants vendor diligence before opening a data room.
Overview
Ukrainian registers are public and largely reliable, but they are not conclusive. Share ownership can be affected by historical defects going back through several transfers, real estate title may be encumbered by claims that never reached the register, and a company's most valuable contracts frequently contain change-of-control provisions that a buyer discovers only when the counterparty invokes them.
Our diligence is written for decision-makers. We report findings as they emerge rather than at the end, we distinguish between issues that affect price, issues that require contractual protection and issues that should stop the transaction, and we quantify wherever quantification is possible. A finding without a recommendation is not useful.
Typical situations
Scope of work
What we do
The matters we handle within this practice. Engagements are usually a combination of several of them rather than a single item.
01
Corporate and title
Verification of the ownership chain from incorporation, share transfers, capital contributions and the validity of the seller's title.
02
Real estate
Title history, registered and unregistered encumbrances, land designation and use, planning and construction compliance.
03
Contracts
Material agreements, change-of-control and assignment provisions, termination rights, security and guarantee obligations.
04
Employment
Employment documentation, unpaid entitlements, foreign staff permits and the exposure from informal arrangements.
05
Permits and licences
Validity of operating licences and permits, transferability on change of control and compliance with their conditions.
06
Litigation and enforcement
Pending and threatened proceedings, enforcement actions, insolvency indicators and tax assessments.
07
Sanctions and integrity
Screening of the target, its owners and key counterparties against Ukrainian, EU, UK and US sanctions lists and adverse media.
08
Counterparty checks
Focused pre-contract verification of a prospective partner, distributor or supplier where a full diligence is not warranted.
How we work
From first call to completion
A predictable sequence with a written output at each stage, so that you always know the position and what it will cost to reach the next one.
01
Scope
We agree materiality thresholds and the areas that matter for this transaction rather than applying a generic checklist.
02
Investigation
Register searches, data room review and targeted enquiries, with red flags escalated immediately.
03
Report
A findings report structured by risk, each item with impact, likelihood and a recommended response.
04
Follow-through
Findings translated into conditions precedent, indemnities, price adjustment or a decision to walk away.
Why clients instruct us
Local knowledge, international standards
We work the way our clients' in-house teams and international counsel expect: clear scope, written advice, English-language reporting and no surprises on fees.
- Advice in English, drafted to be usable by a board that does not know Ukrainian law.
- Fee estimates agreed before work begins, with fixed fees where the scope allows.
- A named partner responsible for the matter, not a rotating team.
- Practising in Ukraine since 2003, through every regulatory cycle since.
Questions
Frequently asked
How long does due diligence take?
A red-flag review of a mid-sized company takes two to three weeks. A full-scope exercise takes four to eight weeks, and the constraint is normally the completeness of the data room rather than our capacity. We can begin with public register work before the data room opens.
What is checked in public registers?
Corporate records and beneficial ownership, real property title and encumbrances, movable property charges, pending court cases and enforcement proceedings, insolvency filings, tax debt and sanctions listings. This baseline can be assembled quickly and often identifies the significant issues before any document is disclosed.
Can diligence be done without the seller's cooperation?
A useful picture can be built from public sources alone, and we do this regularly for counterparty screening and hostile situations. It will not establish contractual exposure or employment liabilities, which require disclosure.
What if the seller refuses to disclose something?
Non-disclosure is itself a finding. The usual response is a specific indemnity covering the undisclosed area, backed by escrow — the seller who declines both disclosure and indemnity has told you something important.
Related
Practices that usually come with this one
03
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Next step
Discuss your matter with us
Tell us what you need to achieve in Ukraine. The first consultation is free and confidential — we will tell you candidly whether we are the right firm for the task.