Capital, restructuring & strategic consulting
When you need a number that convinces a bank, an investor or a board - that number is our work. Business plans with models that defend before a credit committee. M&A prep with memoranda that don't need rewriting. Acting CEO and Acting CFO mandates at companies growing faster than structure can follow. Restructuring for those who must pull out of trouble. Strategic retainer for those who want a quiet senior head beside them for the long term. All with one rule - no creative accounting. Numbers that pass due diligence. Typical clients: family firm 2-50M EUR in revenue transitioning to the second generation, a company seeking EBRD/IDF/CKB credit up to 5M EUR, strategic investor entering a Montenegro hospitality or industrial asset, firm with overdue obligations 500K-5M EUR. Standards: bank credit committees at CKB, NLB, Hipotekarna, Erste, AdrioticBank; investment committees at EBRD, IDF, IFC; M&A standards per LBO/PE practice in DACH and EU. Geographically, Adria region (Montenegro, Serbia, BiH, Croatia) is the primary terrain, with EU mandates via Sphere Consulting and Bartholdi partners.
What you get
- A business plan banks and credit committees accept first time
- An M&A memorandum that holds up under investor cross-check
- Acting CEO/CFO with signature - not side advice, decisions under your brand
- Restructuring plan with negotiations already underway
- Strategic retainer - a quiet advisor seeing gaps before you miss the hearing
- Investment memo per EBRD/IDF/CKB standard - banking language, not marketing
- Network of regional and international investors via Sphere and Bartholdi
- Legal structure of M&A transaction aligned with Chinese, GCC and EU regulations
What we do
Business plans & project finance
Full model - assumptions, forecasts, scenarios baseline/optimistic/downside. Investment memorandum 40-150 pages. Monthly cash flow projections 3-5 years. Documentation for bank credit committees to CKB / EBRD / IDF / IFC / KfW standard. IRR, NPV, payback, DSCR (Debt Service Coverage Ratio), LLCR. Sensitivity table and Monte Carlo where relevant. Assumptions defendable - every number has a source cited in the model.
M&A prep & investor matching
Sell side: prep, teaser, IM (information memorandum 30-80 pages), buyer list, NDA, data room. Buy side: target screening, valuation (DCF + multiples), deal structure (share vs asset deal), SPA. Senior partners run mandates personally, not junior consultants. Typically mandates 6-18 months from kick-off to close. Access to PE funds in DACH and SEE region via Bartholdi and Sphere.
Acting CEO & Acting CFO
Temporary or extended role in a company going through transition - generational, acquisition, crisis. Signing contracts, attending board meetings, accountability to owners and regulators. Typically 3-12 months. Acting CFO mandates in private firms grow the company to a level where an internal CFO becomes a justified cost - we engineer our own exit.
Controlling & project leadership
Monthly reports for the owner in non-accounting format - business language, not balance-sheet code. Budget tracking, variance analysis, corrective measures. Leadership of strategic projects where internal team lacks capacity or objectivity. Typically CRM implementation, ERP replacement, market entry, functional restructuring.
Restructuring & crisis management
Company with overdue obligations, frozen accounts, creditors closing in. Reprogramming plan, bank negotiations (CKB, NLB, Hipotekarna, Erste), pre-bankruptcy, bankruptcy. Defense network before you lose operational control. Nine successfully executed restructurings in the last 5 years. Cooperation with bankruptcy trustees registered with the Ministry of Justice of Montenegro.
Strategic retainer
Monthly package - 8h or 16h. Consultations, decision review, presence at key meetings, weekly briefing for the owner. Typically for owners without a peer-level collaborator inside the company - family firm with a single owner, SME where the owner carries everything, professional firms (lawyers, doctors) scaling into business dimension.
Investment evaluation & capital stack
Side seeking capital or investing - opportunity review, risk analysis, structure. Equity, mezzanine, debt, combinations. Network of local and regional investors via Sphere Consulting partnership. Access to EBRD Small Business Initiative, IDF credit line, IFC for larger mandates. Structuring of Chinese capital via the MENHU brand where relevant.
Management reorganization
Replacing a CFO, installing a financial controller, redefining reporting structure. No operational interruption. Mentoring internal team after transition. KPI definition by department, monthly reporting system setup, ERP/accounting software selection (Pantheon, Synergy, Calculus, SAP B1).
Cash management and treasury optimization
Cash management structuring for firms with multi-banking positions, FX exposure or seasonal cash flow cycles. Cash pooling (notional, target balance, zero balance), FX and interest rate hedging with local banks, working capital optimization (DSO, DPO, DIO target levels), treasury policy framework. Typically firms with 5-50M EUR revenue where cash sits inefficiently on accounts or short-term FX exposures threaten margin.
Asset vs share acquisitions
Acquisition structuring per optimal tax and legal logic. Asset deal - buyer takes only selected assets without inherited obligations, but with higher tax on asset sale (VAT, capital gains). Share deal - buyer takes the entire legal entity with all assets and obligations, faster process, but with hidden liability and tax exposure risk. We analyze the trade-off for each specific case, with tax burden and legal risk simulation. Carve-out structure when only part of the business needs to be separated.
Exit strategy (IPO, trade sale, secondary)
Exit plan for owners preparing 3-7 years ahead for sale. IPO path - listing on Belgrade Exchange (BELEX), Ljubljana Exchange (LJSE), Frankfurt (FSE) - with pre-capitalization, governance reform and IFRS audit. Trade sale - strategic buyer from industry, focus on synergies and control premium. Secondary - sale to PE fund, focus on cash flow and management retention. Biggest mandates run 2-3 parallel paths to exit with competitive process.
Family office and succession
Family capital structuring for second and third generation transfer. Family Constitution document, family council structure, ownership division through holding (SPV establishment in Montenegro or Cyprus/Malta), governance framework for family business, philanthropy and private foundations. Typically for families with 5-100M EUR net worth and multi-generational horizon. Cooperation with international partners for cross-border succession.
Distressed assets (NPL portfolio)
Acquisition and management of non-performing loan portfolios from banks. NPL portfolio DD with segmentation by collateral type, geographic concentration, debtor profile. Recovery rate assessment and ROI projection. Servicer structuring (in-house vs outsourced), legal collection through court proceedings, debtor restructuring, collateral disposition. Cooperation with specialized EU NPL funds (B2Holding, EOS Group, Intrum).
How we work
- Mandate - 60-90 minutes. Owner, financials last 3 years, problem being solved. NDA signed before entering materials. We identify whether you're our type of mandate - if not, we recommend a colleague (even a competitor) who fits better.
- Plan & pricing - Within 5 working days: mandate scope, timeline, pricing package. Fixed or fixed + success fee combination. No hourly billing. All written in a 5-10 page mandate proposal you sign before we start.
- Execution - Weekly meeting with owner (60 min). Condensed monthly reports in owner's format, not accounting. Owner signs all decisions, we prepare the materials and recommendation. 24/7 access to us for urgent decisions.
- Delivery - Final document or completed transition. Internal team briefing 60-90 min. Stabilization period 30-90 days as agreed - we remain available for questions at no extra charge. Most clients stay on retainer after mandate close.
Pricing
Price is set after we discuss the matter and scope the work. Business plan from 4,500 EUR. M&A mandate from 25,000 EUR + success fee. Acting CFO from 3,500 EUR monthly. Strategic retainer from 1,500 EUR monthly. No hourly billing, no hidden costs.
Why Schule
20 years of experience
Radovan and Kristina together bring 20 years in economic consulting, court expertise and operational company leadership. We're not academic consultants - we've run companies ourselves, weathered crises, closed transactions.
Banking language, not marketing
Our business plans are written for the credit committee audience, not the office shelf. Assumptions are sourced (NBS statistics, MONSTAT, IMF projections, sector studies). The bank asks 'where does this come from?' - gets an answer in the same document.
Access to investors
Network of regional and international investors via Sphere Consulting (Sarajevo-Belgrade-Zagreb) and Bartholdi Labs (Brussels-Frankfurt-Vienna). EBRD Small Business Initiative direct contact. IDF, IFC, KfW mandates via partner network.
Acting mandates with signature
Acting CFO and CEO are not side advice. We sign contracts in your name, sit on boards, defend decisions before regulators and investors. Professional liability is ours, not yours.
Restructuring with results
Nine successfully executed restructurings in the last 5 years. Reprogrammings with CKB, NLB, Hipotekarna, Erste. Creditor negotiations with direct contacts in risk departments. Bankruptcy as last option, not first.
Under one roof
Economic expert, certified appraiser, certified accountant, systemic coach - all in the same team. M&A involving a court dispute with an old partner - we lead both the dispute and the transaction. No coordination between firms.
Legal partners in 12+ countries
Bartholdi (EU), BOLV (8 Chinese provinces), partner law firms in Montenegro, Serbia, BiH, Croatia. Transaction legal structure aligned with local and international law. Your attorney gets us as collaborator, not competitor.
Questions about capital
- How long does business plan preparation take?
- Standard 3-5 weeks. Under pressure (bank deadline) 2 weeks. Same price - time pressure doesn't change quality. Condensed version (20 pages) for internal decision-making 7-10 days.
- What distinguishes your business plan?
- Assumptions are defensible - every number has a source (NBS, MONSTAT, IMF, sector studies). Bank asks 'where does this come from?' and gets an answer in the same document. Built for the bank audience, not for the office shelf. CKB/EBRD/IDF standards explicitly cited.
- Do you run M&A to close?
- Yes. From mandate to SPA signature and closing. Legal side is run by a partner law firm we work with (Karadžić, Vukmir, Bojić-Vučković in the region), financial-tax and structural by us.
- Acting CFO - what does it cost?
- From 3,500 EUR monthly. Typically 3-12 months. Handover period to internal CFO is included in the price. Larger firms (50+ employees, 5M+ EUR revenue) typically 6,500-9,500 EUR monthly with board-level accountability.
- Can you save us from bankruptcy?
- Often. The earlier you come, the more options. Last moment - there are still solutions, but more expensive. We never lie about the odds. Nine successfully executed restructurings in the last 5 years.
- Do you have EBRD and IDF contacts?
- Yes. Direct contact at EBRD Montenegro Small Business Initiative and IDF credit department. We follow the client from material preparation to credit agreement signing. Typically 4-9 months from kick-off to first tranche disbursement.
- What's the difference between Acting CFO and consultant?
- Acting CFO signs contracts in your name, sits on the board, bears professional liability to regulators. Consultant advises from the side, no signature, no liability. Acting mandate is for firms that must have a CFO function but aren't ready to hire an external senior candidate.
- How many clients can you handle simultaneously?
- Acting mandates: max 3 in parallel. Strategic retainer: max 12. M&A mandates: max 4 active. Business plans: 6-8 in parallel. If we're full, we say so directly and refer to a partner - Sphere Consulting in Sarajevo or Bartholdi in Brussels.
- Do you valuate for internal decision-making (without sale)?
- Yes. Company valuation for internal purposes - generational transition, partner split, ESOP option creation, additional capital raise, refinancing. Per RICS/IVS standards with DCF and multiples approach. Typically 4-8 weeks from kick-off to final report. Price 6,500-18,000 EUR depending on complexity and company size.
- What is success fee and how is it calculated?
- Success fee is the result-tied portion - typically 1-3% of transaction value for M&A mandates, 2-5% of approved credit for banking, fixed amount for EBRD/IDF subsidies. Paid at closing or approval, not upfront. The fixed portion (retainer) covers base work regardless of outcome.
- How do you cooperate with our attorneys and accountants?
- We run the financial-structural and strategic-operational component, your attorneys the legal, your accounting bureau the running bookkeeping. No duplication, no stepping on their work. Weekly check-in with all parties during active mandate, single working platform (typically Notion or Google Workspace) for all document versions. We have preferred partners (Karadžić & Partners, Karanović & Partners, BDK Advokati) but the choice is yours.
- What should a client prepare before our conversation?
- For business plan: brief business description (1 page), financial statements 2-3 years, organizational structure, top 5 customers and suppliers list. For M&A: your ambition (owner sale, investor acquisition, competitor acquisition), valuation expectation (range), timeline (3-12-24 months). For Acting CFO: current finance function problems, owner's top 3 priorities, existing ERP/accounting system. For restructuring: creditor list with amounts, overdue obligations, account status.
- What is the delivery format for business plans and M&A memoranda?
- Business plan: PDF report 40-150 pages with citable paragraphs and editable Excel model. Investment Memorandum (IM): 30-80 pages, PDF for distribution to potential investors + Excel with detailed financial model (3-statement projections, valuation, sensitivities). Pitch deck: PowerPoint/Google Slides 12-18 slides. All deliveries in two language versions as agreed (typically Serbian + English for most mandates, additionally Mandarin/German/Russian as needed).
- Confidentiality, NDA and compliance practice?
- NDA signed before every mandate with 5-year confidentiality obligation. For M&A virtual data room (Intralinks, DealRoom, SS&C) with granular access controls and watermarking. Anti-bribery & corruption (ABC) compliance in all mandates - we decline work that would expose us or the client to serious regulatory risk. Sanctions screening before mandate acceptance (US OFAC, EU CFSP, UN sanctions list) - we don't work with sanctioned entities even via intermediaries.
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Schule d.o.o. · Kralja Nikole 12, 81000 Podgorica, Crna Gora · office@schule.co.me · +382 67 338 777