Legitimacy. Conservatism. Innovation.
Reputation. Responsibility.

OUR EXPERIENCE – YOUR ADVANCEMENT

OUR EXPERIENCE –
YOUR ADVANCEMENT

RUS
+7 831 202 03 56
About Us

SMG Capital is a Russian venture fund founded in 2015 by Sergey Mosunov. Our priority areas for investment are hi-tech and IT. The fund aims to invest in young companies with high growth potential.

We invest in projects 100,000$ to 1,000,000$.

Investments

We are focused on growth, building relationships and creating value. In the evaluation process we consider the market, business model, competitive position, and intellectual property. We invest in projects on PreSeed, Seed and Growth stages. We are looking for a combination of the following factors in projects:

Strong and committed management team: proven track records, operational skills, commitment to the venture, willingness to be open to suggestions, understanding of good corporate governance including open and consistent communications

Innovative technology or product: unique product that demonstrates real customer product “pull” addressing markets of substantial size

Strong IP protection or early mover advantage: patent-protected core technology or distinct first to market advantage

Strong technical team: significant technical know-how among the team

Significant market potential: products that can address substantial (and preferably multiple) commercial markets with significant profit margins

Financing background: knowledge of venture capital financing terms and fundraising experience are a plus

Founders: commitment and alignment of founders with a vision and strategy for rapid growth

Our Team

Sergey Mosunov
(General Partner)
Nikolai Agudov
(Technical Director)
Sergey Lyubashev
(Financial Director)
Sergey Fadeev
(Chief Lawyer)
Our Projects

ALTRON
Software Developer
R'AIN Group
A Russian scientific and production association
2D/3D Switchable LCD
Gyrostabilizer of a single-track two-wheeled vehicle
Co-working center
About Us
It is difficult to get a man to understand something, when his salary depends upon his not understanding it.
Upton Sinclair

Consulting is a business activity performed by a professional consultant and aimed at serving the needs in the areas of multi-valued interpretation of problems arising in the process of managing and solving problems of companies and projects.

Mosunov&Partners financial company provides services in legal, financial and investment consulting.

We work with the real sector of economy, as well as non-financial sector projects in the following areas:

  • Construction of shopping centers and hotels
  • Chemical industry
  • Retail
  • Infrastructure (roads and energy)
  • Publishing
  • Production of building materials
  • Communications

The above industries are a priority for the company. The company develops technology products for these and offers them to potential customers.

Our Services

Management Consulting

Finances and Taxes

Developmet of financial and economic model (FEM)

Financial and economic model (FEM) is developed on the basis of the enterprise business model and is a kind of "counting calculator" in Excel.

Financial and economic model allows you to:
  • calculate and analyze strategic decisions and development scenarios for the company or project by changing certain parameters within the given resource constraints;
  • plan from "reverse" - from any strategic indicator;
  • identify patterns and critical factors for future strategic planning;
  • calculate business economics, production volume, to model cost accounting based on variables, to determine the most competitive prices for the products;
  • forecast cash flows, to analyze the financial stability and liquidity of the company in view of ongoing and anticipated projects;
  • improve the quality of managerial decisions by focusing efforts on the most promising projects and tasks.
When is development of the financial model required?

Financial modeling is required to fulfill such tasks as:

  • evaluation of investment projects, formation and revision of the investment program;
  • risk assessment and management;
  • forecasting cash flows and dynamics of the company financial condition;
  • conduct financial calculations of the business plan;
  • determine optimal financing options, its volume and structure;
  • setting regular business planning and investment decision-making process;
  • modeling and evaluation of various scenarios for further business development.
  • In business planning FEM is the core of the financial plan in which value of the investment project at given initial data is calculated considering variants of financing sources and conditions, as well as market viability of the project.

As a result, the customer receives the following documents:

  1. Computer model in MS Excel format.
  2. Modeling manual, including a description of:
    • FEM structure;
    • prescribed limits;
    • approaches applied to planning;
    • dynamic relationships between the input data, modeled and calculated parameters;
    • glossary of key financial indicators and the method of their calculation.
  3. Financial plan in the form of primary financial statements: the forecast balance sheet, income statement and statement of cash flows.
  4. Analytical Report containing assessment of risks, conclusions and recommendations on resulting indicators.
Liquidity management

Liquidity management in companies allows to control and manage cash operations, it also helps to attract and effectively use funds, through optimization of free cash balance value, acceleration of receipt of payment, etc.

When is liquidity management required?
  • The existing level of control over the liquidity and cash flow is not high enough.
  • You must define an additional amount of liquid reserves to address the shortage of liquidity. 
  • No plan of action in the event of liquidity problems in the current market conditions. 
  • Necessary to determine the cost and maturity of assets and contingent liabilities. 
  • Specialists in Asset and Liability Management (ALM) and risk management do not interact with each other.
We offer:
  • To design and develop action plans to maintain liquidity in a crisis.
  • Analysis of actual liquidity and liquidity risk assessment.
  • To assess the relevance and accuracy of models used by the bank to analyze assets and liabilities.
  • Development of scenarios and stress tests to verify the effectiveness of policies and models which are elements of a system of measures to support liquidity in crisis situations.
  • To develop policies and procedures to manage liquidity risks.
  • To develop a reporting system as part of asset and liability management including monitoring liquidity risk.
  • Analysis of current liquidity and limits, recommendations for necessary changes.
  • Development of methodology for assessing stability of deposit base and potential growth of receivables from sale of contingent liabilities.
  • To diagnose existing architecture of information systems and assessment of their support for the processes of asset and liability management, assistance in selecting information system provider.
  • Increased transparency in determination of liquidity risk for the organization as a whole.
  • Improving efficiency and accuracy of liquidity risk assessment, management communication, risk testing and modeling.
  • Automation of reporting and providing analytics on asset and liability management.
Tax optimisation

Tax planning is a set of activities which are meant to construct a rational system of taxation on the basis of existing laws.

Tax optimization allows you to:
  • constantly look for opportunities to reduce tax burden
  • plan the timing and amount of taxes
  • minimize the penalties and interest
  • calculate and analyze tax risks
  • predict changes in tax laws
We offer:
  • development of schemes for tax optimization and provision of basic documents needed for their implementation;
  • tracking and analysis of complex transactions in order to plan and exclude negative tax consequences;
  • optimization of commodity and money flows and methods of accounting them for tax purposes;
  • minimization of taxes by using offshore companies.
Value based management (VBM)

Existing methods of calculating company value and cost management are united in VBM (Value Based Management) approach. Since the cost of company sale, as a rule, differs from the book value of the company, calculation of the cost by IFRS standards can align the picture. This system allows to construct a system of increasing book value and Goodwill cost. The proposed management model is based on financial and nonfinancial indicators.

This model allows you to:
  • monitor dynamics of change in company value;
  • see what factors influence change in company value, and track value of their influence;
  • construct a system of operational decisions based on strategic goal of increasing company value;
  • construct a scheme of interrelated parameters that influence achievement of objectives;
  • identify bottlenecks (reduction in rate of indicators change and other critical trends) in time and promptly respond to them;
  • have a common and clear for investor indicator of the enterprise efficiency.
Calculation of investment attractiveness

Investment attractiveness of the organization reflects its financial stability, solvency and competitiveness required to make decisions on investment and lending businesses.

In calculating investment attractiveness of the company its financial condition characterized by the deployment and use of funds (assets) and sources of their formation (liabilities) is analyzed. Analysis is carried out on the basis of accounting and financial reporting. Changes in composition and structure of assets and sources of their formation are studied, as well as negative trends which can lead to poor balance sheet structure.

Calculation of investment attractiveness helps to understand:
  • how the structure of assets and liabilities is changing;
  • proportion of the assets main items - fixed assets, inventory, accounts receivable;
  • proportion of assets sold quickly;
  • whether stocks grow or decrease, whether they can serve as collateral;
  • dynamics of the receivables;
  • dynamics of accounts payable;
  • sources of the borrower's own funds and directions for their use;
  • whether enterprise gross revenues rise or fall;
  • dynamics of production costs, administrative costs, rental of premises, etc.
  • dynamics of net profit growth.

Audit

Financial analysis

Analysis of the company financial condition is analysis of the company financial statements, and its financial condition. It's the study of the most important coefficient parameter that gives real assessment of the company.

Analysis of the company financial condition allows you to:
  • assess property condition of the enterprise;
  • assess degree of business risk, in particular, ability to repay obligations to third parties;
  • assess adequacy of capital for current operations and long-term investment;
  • ensure rationality of borrowing;
  • adjust policy of profit distribution, etc.;
  • predict need for additional sources of funding.
Audit of financial activity is carried out in several directions:
  1. Audit of financial activities allows to evaluate effectiveness of operations and financial management for monitoring and future planning of ways to grow your business.
  2. Audit of financial investments includes checking accounting, management and validity of financial investments - securities, assets, etc. Typically, this service is relevant for reorganization (merger, acquisition), company sales and other cases.
  3. Audit of financial results includes analysis of reliability and quality of financial accounting to determine the effectiveness of the company financial resources.
  4. Audit of financial statements checks formation correctness of all types of accounting and tax reporting.
Legal analysis (Due Diligence)

Due Diligence is a procedure to form an objective view about the object of investment which includes investment risks, independent assessment of the investment object, and many other factors. Due Diligence is aimed at a comprehensive review of lawfulness and commercial attractiveness of the proposed transaction, or investment project.

Due Diligence helps to evaluate:
  • risks associated with integrity of seller ownership of transferable shares (shares);
  • risks associated with creation of company;
  • risks associated with violation of public capacity;
  • risks associated with possibility of company assets loss;
  • risks associated with presentation of creditors' claims;
  • risks associated with early termination of contracts with contractors;
  • tax risks;
  • risks arising from labor relations;
  • environmental risks;
  • tax, administrative or criminal liability risks;
  • corporate conflict (capture, acquisition, litigation) risk;
  • risk of intellectual property (trademark, industrial design, inventions, know-how, business idea, business plan, etc.) loss;
  • political risks and risk of losing administrative resources (changes in legislation, change of official who influenced success or stability of the project concerned, prosecution);
  • competitors fraud risk (collusion with contractors, initiation of tax, operational audits, pricing policy, lobbying, etc.);
  • risk of not receiving or loss of appropriate permits, licenses, approvals, etc., that affect the project, the transaction, etc.

The result is a report that gives recommendations to reduce risks when dealing with contractors, as well as advice on the real value of the transaction and the form of its conduct.


Strategic Solutions

M&A (Mergers and Acquisitions)

M&A (Mergers and Acquisitions)

Implementation of M&A projects, capital transactions, sale or purchase of shares or assets is a complex and lengthy process that requires detailed planning both on the part of the seller, and the buyer.

In the course of transaction each party pursues its own goals.

The seller is interested to:

  • present the object of the transaction in the most favorable light for the buyer 
  • receive income from the sale of shares 
  • be able to optimize tax proceeds from the sale of shares 
  • be able to continue using the proceeds from the sale of shares.

The buyer is interested to:

  • identify all risks prior to the acquisition of the asset 
  • get a clear structure to consolidate new business into the overall structure and provide an opportunity to further attract investors in the acquired company or sell it 
  • optimize the tax on dividends received from the acquired company 
  • optimize the taxation of income from the sale of shares 

In addition, both parties involved in the transaction with the capital may be interested to:

  • ensure confidentiality of information about the transaction and their participation in it 
  • simplify procedures for transfer of ownership of shares

Mosunov and Partners company provides support for transactions of purchase/sale (M&A projects) both from the part of the seller, and the buyer. Work on selling/buying transactions includes different services depending on customer needs.

Sale of business
  • Development of transaction strategy based on the type of investor (strategic or financial) 
  • Detailed assessment and justification of the price 
  • Drafting of the Investment Memorandum 
  • Finding investors and negotiation, presentation of the client's interests
Acquisition of business
  • Development of transaction strategy based on the purpose of absorption
  • Analysis of target market in the country of the target company 
  • Search and selection of potential sites for absorption around the world, taking into account the chosen strategy of the transaction 
  • Advising on the valuation of companies using the comparative method (multiples) and discounted cash flow method (DCF) 
  • Organization of negotiations and representation of the client's interests 
  • Advising on the most appropriate deal structure 
  • Development and implementation of strategies to integrate the acquired company (Post-Merger Integration)
Establishing of Partnership, Joint Venture and commercial alliance
  • Search and selection of potential sites for creating partnerships around the world, taking into account the chosen strategy of the transaction
  • Advising on the valuation of the company and the most appropriate deal structure
  • Organization of negotiations and representation of the client's interests
Determination of fair price

Determination of fair price is a procedure that involves analysis of the asset whose price includes only economically feasible cost, and profit does not exceed the market average. In order to determine a fair price companies use three methods of assessment:

  • Comparative approach - comparing the ratio of market capitalization/revenue;
  • Income approach estimates fair value of the company, depending on its income flow;
  • Cost approach - calculation of cost to reproduce an exact copy of the asset.
Development and implementation of M&A strategy

Strategy development implies a range of services aimed to turn business ideas into a successful business strategy. Foundation of an effective business strategy is three aspects of expert analysis: financial, marketing, economic.

We offer:
  • Identification of core competencies and assets required to implement company strategy. What is needed for each of the missing competencies or assets - to buy or build from scratch?
  • Determination of ideal candidate for a merger, acquisition or alliance. List of target companies. Which of them are most interesting from the standpoint of strategic and financial attractiveness, as well as the deal feasibility?
  • Analysis of integration cost and time of the asset purchased. What is the maximum price the company can pay for the object of acquisition?
  • Package of measures to improve co-operation of departments within the company to achieve their goals.

Investment

Investment policy development

The main objective of the investment policy is to ensure the most effective ways to increase the assets of the enterprise. To achieve this goal the following range of tasks has to be fulfilled:

  • achieving high rates of capital growth and current income from investments (maintenance of profitability);
  • minimizing investment risks by applying methods and techniques of risk management;
  • ensuring liquidity of investments by reducing term of investment projects, and investing only in highly liquid financial instruments.
We offer:
  • A self-funded program within the company based solely on investment from its own internal sources. Due to the limited domestic financial resources, this service is used to implement small-scale investment projects, as well as financial investment.
  • A program to attract external financial resources by issuing shares. This program can be used to implement large-scale modernization of production facilities, regional and product diversification.
  • Financing of capital investment in facilities with high profitability and rapid return on investment. Part of the initial investment is covered by long-term bank loans. It is advantageous for the enterprise when the repayment of principal debt is deferred to the stage of operation.
  • Development of leasing schemes used in cases when company's own financial resources to acquire fixed assets are not enough, or when it comes to investments in projects with low life-cycle and high turnover technologies.
Independent examination of investment projects
Pre-investment preparation (development of business plan, investment memorandum, etc.)

Pre-investment preparation involves increase of investment attractiveness for investor. It includes activities aimed at bringing company's financial condition in conformity with the objectives of the project and necessary in all cases of funding. Investment decisions are made based on prior evaluation by the investor in respect of:

a.) business plan (evaluation of the project quality);

b.) experience and qualifications of personnel;

a.) state of the company (assessment of financial and investment attractiveness of the company).

We offer:
  • Development of investment memorandum and feasibility study (financial modeling and valuation of the company).
  • Developing a business model of the investment project.
  • Structuring (restructuring) of the company and business.
  • A set of measures to increase profit (loss coverage) of the company.
  • Package of measures to increase capitalization of the company.
  • Development and optimization of the management structure of the company.
  • Conduct marketing efforts to increase brand awareness and increase the value of intangible assets.
  • Structuring business in the process of mergers and acquisitions.
Finding and attracting investments into projects

Attracting investment is an effective means of company development. This procedure allows you to either obtain necessary funds for development of the company, or to reduce the cost of attracted investment funds.

We offer:
  • Search for a strategic or financial investor.
  • Development of deal structure, characterization, risk analysis.
  • Search for companies, potential targets for mergers and acquisitions.
  • Development of measures to protect the company from hostile takeover.
  • Structuring of business in the process of mergers and acquisitions.
  • Formation of an investment portfolio.
  • Development of optimal schemes for attracting investments.
  • Working with private investors.
  • Working with portfolio and public investors.

Development of company strategy

Development of company strategy
  • Development of key performance indicators (KPI)
  • Development and optimization of organizational structure

Legal Practice

Company restructuring

creation of management company and holding structures

International holding structure consists of a group of companies registered in Russian and foreign jurisdictions, and connected with each other by shareholder relations, the ultimate owner of which is the beneficiary. The purpose of the holding structure is to structure the management system and optimize cash flow of holding companies in Russia and abroad.

Creating a holding structure allows you to:
  • effectively address issues of tax optimization and planning;
  • rationally plan financing of investment projects;
  • optimize cash flow in purchase/sale of assets transactions;
  • provide control and management of assets by shareholders;
  • ensure confidentiality and legal protection of investments against possible hostile takeover;
  • effectively address issues of inheritance and transfer of assets to future generations.
joint venture

Joint venture registration is registration of a legal entity with foreign investment (LLC, JSC), where the proportion of foreign participant (shareholder) shall not be less than 10% of the share capital. Founders of the joint venture may be foreign individuals and/or legal entities.

offshore companies registration
Offshore acquisition

Offshore companies are owned by business at any level, from small companies to large international corporations in all areas of business.

Branches of offshore companies:

  • International Investments
  • International trade
  • Holding Companies
  • Intellectual property
  • Real Estate and Land
  • Finance & Banking
  • Transport companies
  • Construction companies
  • Individual companies

Our company offers ready-made companies and companies made to order (with your name) registered in popular "classic" offshore jurisdictions, and in countries with low tax rates that have signed with the Russian Federation Agreement on avoidance of double taxation.

Standard documents of an offshore company

In most countries, company is set up with basic documents - usually, Charter and Memorandum of Association.

Charter and Memorandum are sent for signature to the state registrar of companies. Necessary registration fees and stamp duty are paid. Registering authority shall retain the originals of the documents and issues Certificate of Registration, after which the company begins to exist. It gets a Certificate of Registration and certified true copies of the Charter and Memorandum of association. If necessary, Tax Office of registration country may also provide a Certificate of exemption from taxation (Tax certificate).

Charter contains fundamental rules that must be followed by any offshore company. Modern company laws generally allow shareholders to change the Charter to the statutory limits. But some tax havens and financial centers still apply the law of the old type, not allowing changes to certain provisions of the statute.

Standard Charter contains the following items:

  1. company name;
  2. аddress of the registered office;
  3. article about purposes in which company powers are described;
  4. provision for limitation of liability of shareholders;
  5. share capital, the number of shares and their nominal value;
  6. position on the merger of subscribers for the establishment of the company.

Charter is drawn up in print and bound by the signatures of subscribers. Their signatures must be witnessed. In some countries, subscribers can also be legal entities.

Memorandum contains internal rules governing affairs of the company and doing business. Shareholders have the right to change Articles of Incorporation, but it must remain within the statutory and local laws on companies. Memorandum of Association, as a rule, consists of the following sections:

  1. rules of shares issue;
  2. requirements and measures applied in case of non-payment on shares;
  3. transfer of shares;
  4. increase or decrease of capital;
  5. issuance and bank loans;
  6. general shareholder meetings;
  7. requirements for directors, their rights and responsibilities;
  8. payment of dividends;
  9. record-keeping and auditing;
  10. special provisions on dissolution or liquidation.

Memorandum is a contract between the company and both current and future shareholders. Memorandum is mandatory for all shareholders, regardless of when they acquired their shares.

A complete set of documents you receive includes:

  1. Certificate of Incorporation.
  2. Memorandum & Articles of Association.
  3. Documents on company structure - usually Appointment of the First Director or Minutes of Resolutions of the First Director containing information about transfer of shares, appointment of directors and company secretary. Directors and shareholders can be either yourself, or nominees, which will be featured in the national registry. Secretary, in many cases under the law shall be a resident of the country.
  4. Documents governing your relationships with rated entities (if any) - Instrument of Transfer or its equivalent of nominee shareholders, signed, but with an open date. If necessary, you date this order and enter into force, thus re-registering shares in your name. Sometimes, a trust agreement is signed in which the nominee shareholder confirms that he only holds shares in your favor.
  5. Letters of resignation of nominee directors and secretary, that is your insurance in case of unforeseen circumstances.
  6. General Power of Attorney to you (unless you are director), which gives all the powers of the Board of Directors, including the authority to conclude contracts and to open bank accounts.
  7. Company stamp.
Offshore company possession privacy

To maintain confidentiality of the company and its property ownership so-called trust (nominal) shareholders often act as shareholders who waive their rights in respect of the shares they hold in trust on behalf of real shareholder.

A similar institution of trust exists for the Board. These services are offered by professional companies serving clients around the world. They know local laws and do not allow their customers to make illegal moves, which may cause damage to their respective companies.

Tax disputes settling

resolution of disputes between parties
Most common causes of tax disputes are:
  • refusal to refund VAT to taxpayer, including for the reason of obtaining undue tax benefits, or refusal to refund (offset) overpaid (exacted) tax;
  • involvement of the taxpayer to account for the results of on-site or desk tax audit for tax offenses;
  • issuance by the tax authority to taxpayer claim for payment of tax, fee, fines and penalties;
  • unreasonable or unjustified blocking of accounts, undisputed debit of tax payments from the account;
  • imposition of tax authority in respect of a taxpayer other non-standard acts;
  • other actions (or omissions) not relevant to the law and violating taxpayer's rights and interests in the tax area, etc.
We offer:
  • to check validity of tax audit in the tax dispute and its compliance with the law;
  • drawing objection to the act of checking in a tax dispute;
  • to represent interests of the taxpayer in tax disputes in tax authorities;
  • preparation of complaints to a higher tax authority and taxpayer representation;
  • defending in a tax dispute the side of the taxpayer in the executive stage of production;
  • to return unnecessarily or incorrectly listed amount of taxes after settling the tax dispute.
protection of client's interests in court

Protecting rights in court involves procedural activities undertaken on behalf of and for persons who are involved in: plaintiff, defendant, third parties, other interested parties, etc.

We offer:
  • consultation with a lawyer and evaluation of the case prospects in Arbitration;
  • production of claims;
  • familiarization with documents, preparation and filing of statement of claim, statement of defense, other legal documents;
  • representation at meetings of Arbitration (obtaining a judicial act);
  • preparation and filing of appeal, cassation, supervisory review and representation in court;
  • representation in negotiations with the parties;
  • consultations on possibility of settlement agreement;
  • preparation of settlement agreement;
  • representation in process of appealing the decision of the arbitral tribunal;
  • representation by counsel during execution of court decisions;
  • all work with bailiffs;
  • talks with police officers, managers, etc.

Corporate Secretary

We offer:

Corporate Secretary shall ensure compliance by public officials with requirements of current legislation, Articles of Association, as well as other documents that guarantee the realization of the rights and lawful interests of members (shareholders).

We offer:
  • optimization of corporate governance structure in the client's interests;
  • preparation of decisions of Board of Directors and other management bodies of the society for the development of corporate governance practices;
  • advising members of the Board of Directors, officers and members (shareholders) in corporate law and governance;
  • "turn-key" preparation and organization of general meetings of members (shareholders);
  • participation in Board of Directors and general meetings as a corporate consultant;
  • preparation of minutes of board meetings and general meetings;
  • enforcement of the order of the list of members (shareholders' register) and approval of major transactions and related party transactions;
  • preparation of public issue of shares and other corporate actions of society;
  • interaction with shareholders, public consideration of shareholders' complaints and resolution of conflicts related to the violation of the shareholders' rights;
  • subscription service.

Family Assets Management

Family Office

Creation of family and dynastic trusts

Family trusts help to make family investments, to preserve and enhance resources of business within a dynasty, to optimize taxation, and to prepare ground for further immigration into one of developed countries.

We offer:
  • opening and restructuring of trusts;
  • transfer of assets and tax optimization;
  • property protection from creditors, possible partition or embezzlement;
  • legal regulation of heirs, division of property.

Wealth Management

Wealth Management is personalized service

Wealth Management is personalized service which includes ability to perform operations on stock markets as well as customer monetary liquidity management, it's investment ideas offered by Personal Manager, and assistance in fulfillment of any tasks from legal issues to advice on inheritance.

Our Clients

Our Partners

Morgan Stanley (London Branch)
Hilton Worldwide
MMVB
Troyka Dailog
Fleming Family & Partners
UFG
Rosnano
Russia Partners
Portfolio

ALTRON
Software Developer
R-ain Group
A Russian scientific and production association
2D/3D Switchable LCD
Gyrostabilizer ofa single-track two-wheeled vehicle
Co-workingcenter
Contact us

Central Office 

31/9 B.Pecherskaya, Office 2220

Nizhny Novgorod 603155

Russia

Phone/Fax +7 831 202 03 56

Email: mail@mosunov.ru