On April 9, 2009, the audit company, Baker Tilly Ukraine, and the international law firm, Baker & McKenzie – Kyiv, organized and conducted a practical seminar entitled “Achieving M&A Benefits through Complete Due Diligence Procedures”.

The uniqueness and main difference of this event from others of a similar format was that the two companies’ specialists in the legal, finance and tax spheres considered the practical aspects of structuring M&A transactions and described algorithms for the assessment of the tax, legal, and financial risks of business acquisitions.

As noted by Alexander Pochkun, the Managing Partner of Baker Tilly Ukraine: “It is crucial to consider the application of Due Diligence procedures in three areas: legal, tax, and financial. Such an approach will help companies to more clearly understand the nature and particularities of their specific M&A transactions”.”
The presenters put special emphasis on the issues of determining the quality of EBITDA and cash flows, analyzing working capital, and managing transaction costs by using the classical procedures of Due Diligence.

James Hitch, the Managing Partner and the Head of the Corporate/M&A Practice Group of the Kyiv Office of Baker & McKenzie, emphasized that: “It is of vital importance to consider all of the existing and hidden risks of the successful running of an M&A deal. Due Diligence is a very effective tool for detecting and mitigating those risks.”

Mykola Stetsenko and Viacheslav Yakymchuk, Partners of the Corporate/M&A Practice Group of the Kyiv Office of Baker&McKenzie, outlined the pros and cons of indirect sales of shares of Ukrainian companies, and spoke on the practical aspects of risk management in an M&A deal.

Partners of Baker Tilly in the UK, Paul Johnson and Stephen Mason, shared their experiences in conducting Due Diligence procedures, namely, the classical procedures of Due Diligence adopted in Western Europe. The participants of the training, most of whom were representatives of Ukrainian businesses, had the opportunity to look at their businesses from the point of view of the foreign investor, as well as to understand what expectations foreign investors have with regard to their Ukrainian partners, M&A transactions and consultants.

Irina Chernova, Head of Due Diligence and M&A Services of Baker Tilly Ukraine, told about the specifics of Due Diligenceprocedures conduction in Ukraine and impact of particularities of Ukrainian financial and tax accounting on them.

More than 50 representatives of leading foreign and national companies visited the seminar. Many of them requested Baker Tilly Ukraine and Baker & McKenzie – Kyiv to conduct another similar seminar in the nearest future.