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BUSINESS PATHFINDER

Funding & Investor Relations

The Epic: Lawsuits, Investment, and The Conquering of China

M&A, Russian Style: The Story of How I Was “Friendly” Asked to Help Sell a Company, but Got Caught in the Epicenter of a Corporate Conflict Storm and Lawsuits, Found the Chinese, and Got a Share in the Company Instead of Thanks.

I will share a story with you. Not a textbook business case, but a real saga. A saga of betrayal and nastiness, greed and strength of spirit, ingenuity and Chinese scale, and how colossal sums of money almost “fell into the pocket” only to slip through my fingers like sand.

This story is my personal “The Godfather” in the world of investments. Only instead of Vito Andolini—it’s Ex-Business Partner of my client’s, and instead of Sicily—it’s Moscow, Shanghai, and Budapest. And yes, there’s a “Luca Brasi” scene here too, but instead of horse heads, it features… trademarks. No less dramatic.

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Chapter 1: Word-of-Mouth, “Why Don’t You Sell Our Company for Us While I Finish My Cappuccino?”

It happened in 2016. Fame came to me. No, not the kind with red carpets and paparazzi. But the kind that is truly valuable in business—“word-of-mouth.” I was known, trusted, and recommended as a professional advertiser who knows how to promote so-called “non-trivial” niches online: prescription drugs, parapharmaceuticals, medical equipment, and other things that give social media moderators a nervous tic.

One day, the CEO of a very famous manufacturer of Dietary supplements and cosmeceuticals booked an audience with me. We met at a popular Moscow coffee shop. A respectable woman came in, someone who knew the value of luxury brands and expensive watches. The conversation drifted: Dubai vacations, shopping in Milan, the charms of Spain, and she was interested in hearing about some of my agency’s case studies. Suddenly, taking a sip of her cappuccino on lactose-free milk, she casually throws out, as if asking about the weather: “Could you help us sell the company?”

My internal dialogue at that moment resembled a silent film scene:

  • Brain: M&A? Mergers and Acquisitions? Selling a company? I’ve only seen this in Wall Street movies.
  • Internal Lawyer: (already pulling out a life ring) Stop! Hold-hold-hold! No. Red flag. Breach of protocol! Not our specialization! A threat to reputation!
  • Internal Entrepreneur: (rubbing his hands) Oh! A new evolutionary stage! Stockbroker, Internet Marketer, Advertiser, Business Analyst, Crisis Manager, and now this! New and very interesting!

I hope I maintained some semblance of zen externally. Seeing my confusion, the lady laughed. Her logic was ridiculously ingenious in its simplicity: “You know all the pharma people. You meet constantly. They speak very highly of you. Give them a friendly call, offer it. You know… to pharmaceutical companies; they’ve all started developing Dietary supplements lines now. Or to our competitors. Say there’s a tasty morsel.”

Operating under the principle that I only refuse a deal after a triple consideration and careful weighing of all factors, I asked for the documents. I received a PowerPoint presentation that looked like it was made in MS Paint around 2005. I remarked, courteously but skeptically, that presenting such a… er… “information package” to serious firms was a guaranteed way to damage the reputation of both the company and myself. They pushed back: “Once we have interested buyers, we’ll get everything ready!”

Naturally, I didn’t call anyone. Because reputation is not an abstract concept; it is my main non-current asset. After some time, the lady called again: “Well, any movement?”

I honestly replied that I had done absolutely nothing. Then, a meeting with the Owner of the company was arranged. The very person who decided to sell his “brainchild.”

Chapter 2: Meeting the Boss, or Why All M&A Specialists Are “Bloodsuckers”

The meeting with the Owner was like a psychoanalysis session. He immediately admitted: he didn’t trust “professionals.” In his view, all these guys are “bloodsuckers”: they demand gigantic advances, work without any guarantees, and the success fee is something secondary.

His offer was simple and, from the standpoint of classic consulting, wild: I find interested parties, he sells the company, I receive a success fee. No advance. My mission: “propose and organize the meeting.” That’s it.

My internal lawyer started pounding the table with his fist: “Refuse! This is pure exploitation! A violation of all deal flow canons!” But the entrepreneurial demon frowned, adjusted his glasses, and whispered: “Azovrisk (high-risk venture)? Why not? A new chapter!”

I attempted to retreat with honor and offered a compromise: I would freely share my contacts with TOP managers and owners of pharma and dietary supplement companies, and even permit them to reference my name if they were asked, “Where did you get my contact?” This was my gesture of goodwill. A form of friendly biz-dev (business development).

The Owner flatly refused. He didn’t need a “boy running errands/making calls,” but a person “in the loop,” someone with a good reputation capable of having a delicate, confidential conversation. He looked at me and asked, “What do you need to take this on?”

And at that moment, the entrepreneurial demon won. I acquired the skill of quickly determining the ZOPA (Zone of Possible Agreement) back in kindergarten, so on an intuitive level, I articulated the following: “Two conditions. First: I must fully study and understand the ‘product’—your company. Second: Since there is no retainer, all expenses, including entertainment, are compensated. Naturally, we agree on any costs beforehand.”

Why did I agree? Excitement. Curiosity. The desire to move up to the next evolutionary stage. And… one anti-hangover remedy. Yes, this manufacturer had a very promising drug. I already envisioned collaborations with nightclubs, restaurants—vivid viral content and a sea of news opportunities.

We shook hands. I officially became a free, but enthusiastic novice M&A specialist.

Chapter 3: Due Diligence, Russian Style, or The Skeletons in the Closet That Rattled Very Loudly

A few days later, I was sent the long-awaited package of documents. I expected to see volumes of financial statements under IFRS, a beautiful pitch deck, and audit results.

But instead, I received:

  1. Management accounting in Excel. The file’s complexity resembled my fifth-grade school diary, where bad behavior grades were mixed with A’s in math. A hodgepodge of numbers, with no clear P&L (Profit and Loss) structure.
  2. That legendary PPT presentation. A picture of a cat hiding its face in its paws, as a symbol of shame for what was happening, would have looked quite organic here.
  3. A list of SGRs (Certificates of State Registration). This was good. Dozens of registered drugs. A real asset.
  4. An explanatory note on a couple of Word sheets referencing a website whose last update was probably around the time when Britney Spears’ career was just starting.

The financial reporting, if you could call it that, screamed one thing: the company was in a deep… let’s say gently—a financial hole. The desire to sell became clear.

I realized this wouldn’t work. If you want to do something well, do it yourself. A terrible motto for an entrepreneur and manager, but in this specific case, no one could help me. I had to “roll up my sleeves.” I sat down with my favorite Google and Yandex and conducted a 3-day crash course on M&A deals. I analyzed dozens of transactions, read several opuses by professional specialists, financial analysts, and auditors, wrote down all the terms, printed them out, and hung this glossary on my work board. It became obvious: a full-fledged pre-sale preparation was necessary—a beautiful, competent asset packaging. A pre-sale peel, if you will.

I met with the Owner again, and backing up my position with slides from my research, I proposed the following: I would create a project promo site, professional video clips, and a teaser for the mailing list. I would use the resources of my advertising agency for this—nothing needed to be paid for. All I needed from him were briefings and information. He, surprised by such pressure (and the free nature of it), quickly agreed.

For almost a month, I delved into and studied the manufacturer’s business model: I went to the production facility, briefed the Production Director, and talked to the technologists. I came to the office almost every day, where all the administration was located: accounting, product management, sales department, and TOP management. During this month, I saw the Owner more often than my friends.

After I knew practically everything that was important, I started creating:

  • A chic promo site with impeccable UI/UX design, according to the latest trends, into which I carefully integrated the descriptions of each drug and SGR.
  • Three professional video clips, lasting 8–12 minutes. I was the screenwriter, director, and producer. Fortunately, my agency employed mega-professional video editors and motion designers.
  • An English version of the promo site was implemented with professional translation of all information, including voiceovers for the videos. Foreign companies were among the potential interested parties.
  • A five-page PDF teaser was prepared—the very “bait” for the first letters. Concise, stylish, and to the point. My graphic designer did a fantastic job.

And it took off! Calls, mailing, meetings, interest! It turned out that the company was a legend of the 2000s: it was among the TOP 3 leaders among manufacturers. In 2007–2008, it had already been due diligenced by a German pharmaceutical giant and was almost bought. The reputational background was ideal. I was already rubbing my hands and calculating what I would spend my success fee on.

But one unpleasant pattern began to emerge: after such productive meetings, when the feeling was complete that everything was great—there was mega interest—suddenly, everyone “disappeared.” It was unclear to me why the interested parties responded so evasively to my questions, citing external economic and political factors. Until one potential buyer, skeptically scoffing, asked me a question: “Are you even aware that they are drowning in lawsuits? The Arbitration Court is simply flooded with their proceedings.”

I felt like I had been doused with ice water. I was offering the interested parties a “candy,” but inside, it turned out not to be an almond filling, but a swarm of hungry worms in the form of lawsuits worth hundreds of millions. And most importantly—I didn’t know about this! This was my miscalculation—the first thing I should have done was check the company for legal cleanliness. My first pancake in M&A was about to turn into a lump of shame.

Chapter 4: Hide-and-Seek with the Owner, or “I Didn’t Want to Demotivate You!”

The meeting with the Owner afterward resembled a conversation with a child caught with his finger in the cake. His justification was ingenious in its naivety: “I didn’t want to stop you and demotivate you at the start! I thought a buyer would be found anyway, and we’d sort it out then.”

To be fair, I have to admit I was “good” myself, so there was only annoyance: so much had been done, and all for nothing.

It turned out that the Owner had a corporate conflict with his co-founder. The story was like a soap opera. In 2008, after the due diligence conducted by the German pharmaceutical company, the Owner changed his mind about selling the company. The Germans did not insist. That was when the first split occurred between the Partners. The Owner tried to convince the Co-founder that the company had not yet peaked, and that better terms and a better selling price were still ahead. The Co-founder silently nodded but harbored resentment: so much effort and time had been spent, the deal had reached the final straight, and then someone’s inappropriate greed got in the way.

As it turned out, that was exactly when the company was at its peak. When there is no agreement and unity between Partners, a storm begins. The company’s financial affairs began to deteriorate, and four years later, it was merely “surviving.” This was the last straw for the Co-founder: he decided to leave. But there was no money in the company, so he decided to take “in kind”: using loopholes in the state body’s system, through fraudulent contracts, he committed a real heist of the century—he “alienated” (that is the legal term!) 4 main Trademarks for a ridiculous $1,000 when the real value of each was at least $1 million per trademark.

Rospatent (the Federal Service for Intellectual Property), according to its internal regulations, does not verify the authenticity of documents—it simply registers the transfer of ownership. A multi-year litigation began that was “killing” the company. The Co-founder was winning the court cases in some “unclear” way, and the police, citing that these were civil law relations, refused to initiate a criminal case, despite expert evidence of the forgery of the alienation contracts.

The Owner spoke about this with such despair—his “brainchild” was dying before his eyes, and there was nothing he could do about it. I listened carefully and, instead of getting up, leaving, and wishing him luck, I said: “Okay. Fine. We’ll look for another way out.”

Why? Because I saw not a loser, but a victim of betrayal, treachery, and legal bureaucracy. I understood that ANY entrepreneur, including myself, could find themselves in his situation. This touched me, and the “fighter” in me turned on.

We held a brainstorm. We decided: since we couldn’t sell, we would look for an investor or partner who would believe in us and the company. The inspired (and pleasantly surprised) Owner made me a counter-offer that I couldn’t refuse: to become a managing partner with a 10% share. I agreed. The success fee transformed into a share in the business. The game became different for me: from a consultant, I became a shareholder. Responsible for the result.

Chapter 5: The Epic: Lawsuits, the Rothschilds, and 30 millions That Slipped Away

Everything that began next can be called by one word: “The Epic.” Two parallel Universes: legal battles and the search for an Investor, intersected at one point—our company.

Universe 1: The Judicial Field.

Thanks to my established contacts with the media, we created such an informational noise that we attracted the attention of the Commissioner for the Protection of Intellectual Rights. Investigative journalism exposed a systemic error by the state body—Rospatent. Reporters from the most famous popular media outlets began attending our court sessions. We weren’t just litigating—we were waging a public war for justice. Thanks to the raised informational noise and close public attention, the judicial system began to examine our case more carefully and, finally, in the autumn of 2017, a fair decision was rendered: the contract for the alienation of the Trademarks was declared null and void! We won!

Universe 2: The Investor Hunt.

We were back in business, but lacked resources for a breakthrough. The Investor hunting season was open. We met with investment funds, family offices, and business angels. We reached a deal with a fund that decided to invest 30 millions dollars in our 10 products. A deep due diligence was conducted, and a financial model was calculated. Media plans were developed, and commercials were filmed for each product. But at the stage of legal formalization, it became clear that the Investor essentially wanted not to invest, but to issue a loan against the collateral of all the company’s property and our personal real estate. He didn’t want to take risks, and in case of failure, he planned to take everything from us. We could have taken a bank loan on those terms, and it would have been more profitable. We refused. It was sad.

We had a very interesting meeting with… representatives of the Rothschild Fund. Yes, those same Rothschilds. They really liked our company: the background, the portfolio, the team, and our fighting spirit. They had already concluded a couple of deals with Dietary Supplement assets and wanted more. But we “didn’t measure up” to their bar: $50 million. They simply said: “Come back when you grow up. We will be watching you.”

In parallel, I was developing online sales: I launched an online store and brought the products onto Ozon and Wildberries. Sales grew every month, to the point that we even started thinking that we would soon be able to rely less on the favor of distributors and pharmacy chains.

Chapter 6: Shanghai, Blondes, and $40 Million in 3 Days. Victory!

The main trump card was still ahead. In mid-2017, at a conference, I met our future business partner. He showed active interest in our anti-hangover drug: he knew firsthand about its effectiveness. He had partners in China—a distributor who sold Vitamin “C” on exclusive rights across all of China. Even Coca-Cola was their Customer.

A new due diligence was carried out. In August 2018, the project was ready to launch: an exclusive 6-year dealer contract was signed. I flew to China every month to help the Chinese partners launch the project: from November 2018 to October 2019, I “took to the skies” 32 times. In May 2019, we participated in the “PharmaChina-2019” exhibition in Shanghai. I brought our female promoters with me: two tall, slender, beautiful blue-eyed blondes caused a “furore.” Our booth was the most popular: crowds of Chinese entrepreneurs occupied all the space around to get to the “real secret—why Russians drink so much (alcohol) without consequences.” All the advertising and informational materials (flyers, brochures) that the Chinese Partners had prepared for all 3 days of the exhibition ran out on the very first day. A second batch (even larger than the first) was urgently ordered, but it, too, was exhausted by the end of the second day.

Our Chinese partners were perpetually “partying” in restaurants all those days with new partners, signing supply contracts. Fortunately, our anti-hangover remedy was used right away and served as the most powerful proof of its effectiveness. In 3 days, they signed contracts totaling over $40 million.

I returned to Russia with a feeling of complete victory. We did what few manage to do: We conquered China!

Inspired by the success, we entered the EU market. I quickly found Partners in Romania, with whom an exclusive contract for all of Europe was concluded. I flew to Bucharest and helped launch the project there. Everything happened very fast: it was as if “the dam had burst” and our efforts finally bore fruit.

We began preparing to enter the US and Canadian markets: we adapted the creative concept, new layouts, and packaging, and applied for Trademark registration. It seemed this was the moment of global “Hangover” hegemony. Thanks to our fighting spirit and assertiveness, we went through hell and emerged to an ocean of opportunities.

Chapter 7: The Epidemic, Force Majeure, and “Close Attention.” The Saga’s Finale.

And then HE came. The one whose name everyone knows now. COVID-19.

At first, we thought we would wait it out, like other epidemics. But we didn’t yet know how deeply it would affect every inhabitant of our planet, and what crisis it would provoke: borders closed, logistics chains collapsed, the whole world went “remote.”

The pandemic placed a bold, unfair end to our global ambitions.

Misfortune never comes alone: our success in China attracted not only Partners but also “close attention” of certain people… But that is another, sad story.

Epilogue: Who is Me? Or Skills Forged in Hell, Not in an MBA.

So who am I after all this? An M&A specialist? No. A professional investment attraction consultant? Also no.

I am a person who, on my own skin, through pain, laughter, and tears, went through the entire path of investment consulting and found a more profitable and correct road—Partnership. I am a practitioner, baked in the forge of real deals, lawsuits, and international expansions. I know firsthand the price of error and the taste of victory.

This story is proof. Proof that with the right approach, meticulous preparation, bold assertiveness, and steel nerves, you can achieve the impossible. So, dare to act, friends! Boldly pursue your dream.

And here is the high-level skill setup that I took away from this story:

  1. Deep Analytics and Audit (Due Diligence 2.0). I learned to see not only the numbers in the reports but also the real, often carefully hidden, risks. Legal, reputational, operational. I won’t take your word for it. I will check everything: from arbitration courts to murky corporate conflicts from 10 years ago. My principle: “Trust, but verify (like a paranoiac).”
  2. Fundamental Project Packaging (Investment Packaging). I don’t make presentations in PowerPoint. I create investment memorandums that present the project not as “just another startup,” but as a ready, well-vetted asset. This includes:
  • calculating a convincing financial model (LTV, CAC, ROI, NPV, IRR)
  • Creating a clear storytelling strategy—that very “investor story” that will strike a chord
  • Preparing all supporting documentation: from patents and TMs (Trademarks) to deep market research and detailed competitive analysis.
  1. Investor Outreach Strategy (Target Investor Mapping). I don’t send proposals to everyone like spam. I identify the target investor (venture fund, strategic investor, family office, business angel) that perfectly matches your stage, industry, mentality, and appetite for risk. This is sniper work, not machine gun work.
  2. Maximum Transparency and Reputation Management. I don’t hide problems. I help present them competently and show solutions. Honesty is trust. And trust is money.
  3. International Expertise. I have dealt with (and continue to deal with) different mentalities—from Chinese (where everything is decided over dinner with a lot of “baijiu”) to European. For example:
  • In the East and Asia, human, personal relationships are valued more, partnerships are planned for the long term, they are very evasive in negotiations and never immediately announce their decisions, the role of law (attitude towards the state regulator) is very flexible and secondary, the goal of business relationships is harmony and mutual respect.
  • In the US, personal relationships take a back seat. Americans value speed, direct open negotiations, and laws are tools for business. They are adventurers, in the good sense of the entrepreneurial worldview. The main thing in business relationships is growth and profit (of course, with the understanding that everyone is for themselves).
  • Europeans highly value reputation and consider partnership strictly within the framework of current legislation. They never rush, but they don’t delay either: they make balanced decisions based on facts and figures. They communicate extremely politely, emphasizing the formality of communication.

Perseverance and Psychology. I am not a professional psychologist with specialized education. I won’t sort out your childhood traumas or support you during a divorce. But I will lift the morale of the team and the owner when everything seems to be collapsing. Business psychology is a very specific field: I myself periodically need such a specialist because this is exactly the case where you can’t pull yourself out by your own hair. It’s impossible to remain objective in a personal situation, especially when the work of a lifetime—the business—is at stake. It is important to talk to someone who can give practical “business” advice, conduct a brainstorm, and help you raise your head and look around in the moment. No classical psychologist can give that. They are certainly competent, but in their field, and they don’t understand business processes: that’s why all the advice from such a specialist doesn’t work in practice for business.

Legal Preparation of the Deal. I am not a lawyer; I don’t have a legal education. But I have vast experience, including when the lawyers themselves “tried” to drive me/us/the company into bondage conditions. With polite smiles, calmly parrying any objections, referencing global practice. They “planted” a huge number of legal “mines” in contracts: for investments, loans, distributorships, supply agreements, advertising, and marketing contracts. Only practical experience and meticulousness can reveal such pitfalls that can easily shipwreck you and cause you to lose everything. I always double-check even “my own” lawyers.

Do you have an idea that keeps you awake? Do you have a business that has hit a ceiling and needs a breakthrough? Do you not know how to approach Investors?

Let’s keep it simple: invite me for a cup of coffee. Tell me your story. At the very least, I’ll give you a couple of valuable tips. And maybe we can package it in that brilliant, professional, and unsinkable wrapper that will 100% reflect the entire essence and idea of your endeavor.

P.S. With this, I conclude this story. Like if it was informative. Comment if you have something to add or say. And if you feel moved, you can even donate. Any amount is a mega-pleasant plus to the karma of my creativity! Thank You!

Sincerely Yours,

Business Pathfinder