Capital & Diligence

Technical truth before and after commitment, with findings translated into price, control, remediation, integration, and freedom to act.

Doctrine

Security Debt Belongs in the Underwriting Model

Security debt is not a technical footnote. It changes purchase price, integration cost, insurance, execution risk and the credibility of the investment thesis.

18 pieces
01

Article / Capital & Diligence

The Buyer Is Purchasing Every Unresolved Exception

Temporary access, unsupported software, founder workarounds and expired waivers become the buyer’s operating reality at close.
02

Article / Capital & Diligence

Decision Memo: Remediate Before Close or Contain After?

Some findings must be fixed before ownership changes. Others are safer to contain and remediate under buyer control. Decide by consequence and proof.
03

Article / Capital & Diligence

Enterprise Value Includes the Right to Change Vendors

A company that cannot retrieve its data, replace a provider or transfer operational knowledge does not fully control the capability investors are valuing.
04

Article / Capital & Diligence

The Investment Committee Should Read the Access Map

A company’s real concentration risk often sits in administrator accounts, recovery routes, vendors and people who can change production without formal approval.
05

Article / Capital & Diligence

The Separation Timeline Is a Security Assumption

A carve-out timeline assumes identities, networks, data, vendors and administrators can be separated without losing control or carrying hidden trust forward.
06

Article / Capital & Diligence

Technical Diligence Needs a Kill Question

A long risk register can obscure the one dependency, exposure or control failure capable of invalidating the investment thesis.
07

Article / Capital & Diligence

Operating Guide: Turn a Technical Finding into a Deal Term

A diligence finding has value only when it changes price, condition, covenant, holdback, warranty, insurance or the integration plan.
08

Article / Capital & Diligence

The Best Underwriting Model Includes Operational Shame

The most expensive risks are often the practices management is embarrassed to describe: shared credentials, manual fixes, founder exceptions and unreported.
09

Dossier / Capital & Diligence

Technical Diligence Should Be Trying to Break the Thesis

The job of technical diligence is not to admire the target’s controls. It is to find the technical facts capable of breaking the investment thesis before.
10

Assessment / Capital & Diligence

Vendor Concentration Is Hidden Leverage

Vendor concentration is not just outage risk. It gives providers leverage over price, access, recovery, data and the institution’s ability to change.
11

Assessment / Capital & Diligence

The 30-Day Window Where Technology Risk Becomes Yours

A post-close technology control plan for the first 30 days: preserve evidence, contain inherited exposure, stabilise authority and gate integration.
12

Observation / Capital & Diligence

Control Follows the Identity Layer After Close

The buyer may own the shares at close, but practical control follows accounts, administrators, recovery paths and machine identities.
13

Doctrine / Capital & Diligence

Security Debt Belongs in the Underwriting Model

Security debt is not a technical footnote. It changes purchase price, integration cost, insurance, execution risk and the credibility of the investment thesis.
14

Article / Capital & Diligence

The Clean Report Is Often the Warning

A diligence report with no material uncertainty may reflect shallow evidence, narrow scope or deal pressure. Read the cleanliness as a signal.
15

Article / Capital & Diligence

Integration Creates the Breach the Target Did Not Have

A target can be uncompromised before close and exposed by the integration itself. New trust, data movement and administrators create a different attack surface.
16

Article / Capital & Diligence

Revenue Depends on Systems Nobody Diligenced

The official stack may be sound while pricing, fulfilment, billing and renewal depend on spreadsheets, inboxes and one operator. Trace the revenue path.
17

Article / Capital & Diligence

Separation Plans Fail at Shared Services

A carve-out can be legally separated while identity, data, administrators and vendors remain shared. Map the coupling before the TSA clock starts.
18

Article / Capital & Diligence

The Data Room Is Part of the Transaction Perimeter

The deal room concentrates strategy, identity, contracts and weakness at the moment access expands. Govern it as part of the transaction perimeter.