The rules by which we calculate and by which we speak. They are published so that a client knows what to require — and so that departing from them is uncomfortable for us.
Every figure in our materials has an origin, and that origin is stated.
| Level | Source | How it is used |
|---|---|---|
| 1 — benchmark | Bank statement | accepted as fact |
| 2 | Primary documents: contracts, acts, invoices, registry data | accepted subject to a completeness check |
| 3 | Management accounts | used after reconciliation against levels 1–2 |
| 4 | The owner's account | marked as awaiting confirmation and cleared by a document |
A figure enters the materials once a source stands behind it; the rest remains a line in the information request. Transaction documents operate on verified values: a discrepancy between materials collapses a negotiation faster than any bad news.
The fee is calculated on equity value — the price of the shares. The basis is written into the mandate and stays unchanged throughout the transaction.
The difference is material. On a company sold for 100 with debt of 400, a calculation on total assets would run from 500 and absorb most of what the owner expects to keep. That very formula once destroyed confidence in an entire profession in the Japanese market, where intermediation in business sales is most developed.
A fixed component for preparing the materials and a success fee on a sliding scale: the larger the transaction, the lower the percentage. The fixed component is credited against the success fee on a completed sale.
The success fee is payable after funds actually reach the seller; where consideration is staged, it follows each instalment pro rata. All terms in writing and before work begins.
Rules that constrain us in the client's favour.
We represent one party to a transaction and take our fee from that party. Dual intermediation is conflicted by construction: the intermediary's interest shifts towards closing rather than defending your price.
We work on price through buyer alternatives. A recommendation to defer a sale is a legitimate outcome of the work.
Screening of the parties comes before the mandate: a transaction that collapses on the buyer's or the bank's compliance costs more than a decline at the door.
Before an NDA is signed, name, address, turnover and identities stay closed. The circle of those admitted is agreed with the owner name by name.
Our documents say «on the basis of the data provided», «within a range», «subject to confirmation through due diligence». Price, timing and the fact of a sale are settled by the circumstances of the transaction.
Whatever the buyer will find in diligence, we find earlier and prepare an explanation. A surprise at the diligence stage costs more than candid disclosure.
Every document that goes to a client or a buyer passes quality control.
The same things are checked each time: whether figures reconcile across documents, whether each has a source, and whether weaknesses were stated aloud before the other side found them. Quality control is entitled to return work to any participant in the project, including the transaction director.