A company was days from signing with a new distributor abroad. We identified parallel disputes, a regulatory flag and a connected party already in litigation with another client of the distributor. The deal was paused and restructured around the risk, not into it.
A company had identified a distributor in an overseas market and was in the final stages of agreeing a commercial arrangement. The prospective partner presented well: established local presence, credible commercial references, and a willingness to move quickly. Heads of terms had been agreed. The client's legal team was finalising the agreement.
At that point, the client asked us to carry out a rapid counterparty review. The timeline was tight, and the instruction was proportionate: not a full investigation, but sufficient intelligence to proceed with confidence — or to stop. We had a matter of days.
Standard corporate searches in the distributor's home jurisdiction returned a largely clean picture. The business was registered, had filed accounts, and showed no immediately disqualifying indicators. That picture, however, did not extend to the distributor's connected parties and current commercial relationships.
Working across open sources in the relevant jurisdictions, we identified two ongoing disputes involving the distributor — neither of which appeared in the materials the client had received. One was a commercial disagreement with a former partner. The other was more material: a regulatory inquiry in a market adjacent to the one the client intended to enter, with the distributor as a named party.
We also identified a connected individual — a director of a related entity — who was already in active litigation brought by another company that had used the distributor for a comparable commercial purpose. The nature of that litigation was directly relevant to the arrangement the client was about to sign. The pattern suggested a counterparty under significant concurrent pressure — the kind that tends to affect the quality of commercial relationships entered into at the same time.
The client received the findings before the agreement was executed. They paused the process, sought clarification on the regulatory inquiry directly, and renegotiated the contractual terms to include protections that the original heads of terms had not provided for. The deal proceeded — but on terms that reflected a clear-eyed understanding of the counterparty's position, rather than the picture the distributor had chosen to present.
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