Work for boards
and owners.
Four areas of commercial analysis, defined by the decision under consideration and the documents needed to make it.
Acquisition offers
An offer paper should explain what is being acquired, how payment is structured and which conditions still have to be met. We assemble those terms alongside the operating assumptions and alternatives the board wants to consider. The comparison separates agreed terms from open questions and identifies documents needed before approval.
What is the board being asked to recommend?
Work covered
- Read the commercial terms and conditions
- Compare the alternatives requested by the board
- Coordinate the approval timetable
Written output
- Offer comparison with open questions
- Schedule of conditions and required documents
- Supporting analysis for board review
A cash offer, deferred payment and an earnout place different risks on the seller. Our work can distinguish the proposed consideration from the assumptions needed to realize it. If more than one proposal is under review, we use a consistent basis for comparing timing, conditions and exposure. We do not describe a proposal as equivalent to cash without examining its terms.
Transaction execution, securities advice and any required legal or valuation opinions remain with the separately appointed qualified advisers.
Liquidity and restructuring options
The first task is to reconcile the cash forecast with debt maturities, committed expenditure and the timing of expected receipts. We prepare a working view of the funding gap and compare the commercial consequences of the options under discussion. Management and its advisers can then work from the same assumptions.
When will the business need cash, and what can change that forecast?
Work covered
- Review cash forecasts and funding dates
- Map obligations and creditor interests
- Compare the commercial options
Written output
- Cash requirements and assumptions schedule
- Debt and obligation timeline
- Options paper for management and the board
A forecast can balance over a quarter while showing a shortfall in an individual week. We look at the timing of receipts and payments, the assumptions supporting each, and the effect of a delay. Proposed actions are shown separately from committed funding. The board can see which decisions depend on a lender, a customer or another party.
A court process, formal insolvency appointment or financing transaction requires the appropriate separately appointed professionals.
Board decisions and interests
We help prepare papers for a defined decision: the authority requested, the alternatives, the supporting analysis and any interests that need to be referred to counsel. A decision record distinguishes the material reviewed from information that remains outstanding. Follow-up actions have named owners within the client’s team.
Which approval is required, and what supports it?
Work covered
- Define the approval being requested
- Identify evidence and matters for counsel
- Organize supporting papers and follow-up
Written output
- Decision paper and supporting references
- Interests and approvals checklist
- Open actions and responsibilities
The working paper identifies who is being asked to decide and which information they have received. Counsel advises on conflicts, required disclosures and the use of any independent committee. Our commercial analysis supports that process. It does not replace formal minutes, a legal opinion or an independent financial opinion.
Applicable duties and approval requirements depend on the entity, its governing documents and the relevant jurisdiction. Legal interpretation belongs with the company’s counsel.
Cross-border ownership and capital
A group chart can show legal ownership without showing how funds or control move. We bring together the entity register, shareholder rights, intercompany balances and funding arrangements to identify the relationships relevant to a proposed change. Local legal and tax advisers review the implications in each jurisdiction.
How do ownership, funding and approval rights connect?
Work covered
- Map ownership and funding arrangements
- Identify relevant decision and consent rights
- Coordinate questions for local advisers
Written output
- Entity and capital relationship map
- Schedule of approvals and dependencies
- Outstanding legal and tax questions
The analysis distinguishes a shareholder loan from an equity holding and an economic interest from a voting right. Documents are referenced so the client and its advisers can trace the basis for the map. Where the records do not agree, the discrepancy is shown for resolution rather than silently treated as confirmed.
We do not hold client funds or make legal or tax determinations. Those responsibilities stay with the appointed providers.
