The situation
A target company and its data room
A Dutch logistics group is buying a freight-forwarding company in Poznań together with its Romanian subsidiary in Timișoara. The data room holds 640 documents. The client’s board wants a summary in ten days: what could stop the deal, what changes the price and what can wait until after closing.
The documents are only half the work. The rest is checking both companies against public sources, reading the change-of-control clauses in 48 customer contracts and turning hundreds of findings into a summary a board reads in twenty minutes. Most of the hours go on the sorting.
What the research has to settle
The rules behind the answer
- Start with title to the shares
- Confirm who owns the shares, through which chain of documents, and whether any are pledged. The register shows what was filed. The transfer agreements and resolutions show whether it was done validly.
- Transfer formalities are national
- A transfer of shares in a Polish sp. z o.o. requires written form with notarially certified signatures. Romanian company law sets its own form and any consent requirements for transferring SRL shares. Both go on the closing checklist.
- Change of control sits in the contracts
- A share deal leaves the contracts with the company, but change-of-control clauses can give a counterparty the right to terminate. Key customer, lease and financing contracts need reading in full.
- Grade every finding
- A board needs three groups: conditions to signing or closing, points for price or warranty protection, and post-closing housekeeping. Each finding belongs in one group, with the document it comes from.
How it runs in azta
From the question to the document
The question, as you would type it
We act for the buyer of 100% of a Polish sp. z o.o. that owns 100% of a Romanian SRL. Attached are the articles, share transfer history and 48 customer contracts. List every change-of-control clause, any defect in the share chain and the formalities for transferring the shares at closing.
You start with
A target company and its data room
- 01
Run the company checks
Check the Polish target and its Romanian subsidiary for status, insolvency and tax-debt flags, as far as the public sources in each country allow.
Due diligence· Pro - 02
Upload the data room documents
Add the corporate documents, key contracts and leases. azta reads them and refers back to the clause behind each finding.
File upload· Pro - 03
Build the graded summary
Ask for a summary grouped by severity, each finding with its source document and a recommended protection. Edit it in Canvas.
Canvas · Ask azta· Pro - 04
Deliver it as Word
Export the summary to Word for the client’s board pack, with the detailed findings as an annex.
Word export· Pro You send
A graded due diligence summary for the client’s board
What you get
A graded due diligence summary for the client’s board
Due diligence summary · draft
Project Poznań: key findings for the board
Conditions to closing. A 2021 share transfer in the Polish company was signed without notarially certified signatures. We recommend a confirmatory transfer before closing. Three customer contracts, about a fifth of revenue, allow termination on a change of control; waivers should be obtained before signing.
Price and warranty points. The Romanian subsidiary has a tax assessment under appeal. We recommend a specific indemnity. The Poznań warehouse lease expires 14 months after the planned closing, with no renewal option.
Post-closing. Several board resolutions in the Romanian company were not filed with the trade register. These can be corrected after closing and do not affect the transaction.
Outcomes on your numbers
What azta is worth on this task
Pro pays for itself after
7 minutes a month
At €240 an hour, that is all the time Pro (€27 a month) has to take off your desk to cover its price.
Example figures. Replace them with your own.
- Hours back a year
- 65
- Capacity at your rate
- €15,552
- More due diligence summaries a quarter
- 0.8
- Return on Pro
- 48×
- Research
- Drafting
- Your review
A scenario you set, not a promise. The hours that come back go to another client, or deeper into this one.
Want these numbers on your team’s real workload?
Book a demoSources azta searches here
- Dziennik Ustaw
- SAOS
- legislatie.just.ro
- EUR-Lex · Curia
What stays with you
- Judging which findings are material to this buyer.
- Questions to management and the Q&A process.
- The summary you sign and the advice on price and protection.
Frequently asked questions
- Does azta read the whole data room?
- It reads the documents you upload and refers back to the passage it relied on for each finding. You choose what to upload and check the findings that matter.
- What does the company check cover?
- Status, insolvency and tax-debt flags, as far as each country’s public sources allow. It is a starting point, not a replacement for searches you are required to make.
- Can the deal team work on it together?
- On Enterprise, shared workspaces keep the documents, research and drafts for a deal together, with access by membership.
