Our firm · Independence
Independence.
Independence is built into the firm rather than promised: it holds no capital, sells no product, operates no vehicle and stands on one side of a transaction only.
That is why a comparison of structural routes produced here can be relied on. No route on the table returns anything to this firm that another route would not, so nothing in the ranking rides on the answer. What follows sets out that chain in full, and what it rules out.
01 · The structural fact
Our firmIndependence is a property of the business model. It is not a standard the firm is asking to be taken on trust.
Four conditions hold on every transaction. None of them is a policy that could be relaxed for a large enough mandate, because none of them is a policy: each describes how this firm is built.
The capital is the manager's and it stays the manager's. No structure drawn here puts an asset on this firm's own book, and no route through a transaction ends with capital under its control.
A structure is the work itself rather than the packaging for something else that has to move. Every component in it is there because the transaction requires it, and each one traces back to the constraint that put it there.
We take a transaction through structural design and execution-readiness. Execution stays with the manager and its appointed counterparties, in their own names and under their own permissions.
One firm, appointed by the manager and by no one else. Nothing reaches this firm from any party other than the one that appointed it, and no other party in the transaction has a call on the work.
02 · Why the comparison holds
The structural blueprintThe worth of a comparison depends on what the party making it has to gain.
A manager handed four routes and a ranking will ask, correctly, what the party that drew them has to gain from the answer. The answer is a chain. Each link in it is a structural fact about the firm rather than an assurance from it, and the fifth link is the one that matters.
- 01 Nothing to place No route ends with an asset on this firm's book. A structure that puts more capital to work, or less, or none at all, returns the same thing here: an architecture that either holds under pressure or does not.
- 02 Nothing to sell inside the structure There is no vehicle, instrument or facility of ours that a structure could be quietly built around. Every component in a blueprint is there because the transaction needs it, and each one can be traced to the constraint that put it there.
- 03 No execution to win Whether a transaction proceeds, is deferred, or is abandoned on structural grounds, the work already done is the same work. A route ruled out early is a result here, not a loss, and a transaction that should not be built is a legitimate output of the method.
- 04 One appointment, one side The firm sits on one side of a transaction and takes nothing from the other. There is no second relationship in the room whose continuation depends on which route is adopted, and no third party with a view it needs carried.
- 05 Therefore nothing rides on the answer When routes are compared, ranked and stress-tested, nothing in the ranking changes anything for this firm. That is the whole of the independence argument. It is also why a route can be ruled out here in one sentence, at the stage where a sentence is still cheap to act on.
Nothing in the way this firm is arranged makes that sentence hard to say. The demonstrations are published rather than described: fifteen places private-markets structures break are at Where structures break, eleven readings on how a transaction is built are at Structures, and the six moves of the method are at How we work.
03 · The categories next to this one
What we doSix categories sit next to this one. Each is defined by the part of the transaction it owns.
A manager reading a structure is entitled to know which category is speaking, because the category settles what the speaker owns and what it hands on. Six categories, and the last line is this one.
Owns the investment decision and the portfolio. What it holds, and how long it holds it, is the mandate.
Owns the money and the terms on which it is provided: the covenants, the security it is lent against, and the tests the borrower has to keep meeting.
Owns the transaction itself as it moves between counterparties: the process, the counterparty list and the terms actually agreed.
Owns the placement of a vehicle with investors: the offer, the investor relationships and the classification of each one.
Owns the operation of the vehicle and its processes: the register, the net asset value and the standing calendar the constitution requires.
Owns how an economic objective becomes a coherent structure, and prepares that architecture for professional validation and execution. What it owns is whether the architecture holds.
Counsel and tax advisers are deliberately not on that map. They are appointed by the manager to take formal positions in their own names, and the structure drawn here is the frame within which they do it rather than anything they compete with. The same is true of the administrators and the regulated counterparties: who owns which decision is set out in full, decision by decision.
04 · The judgement in the document
Who we areThe judgement that compares the routes is the judgement that signs the mandate.
A route is compared, ranked and defended by the same judgement throughout. That settles a second question a manager would otherwise have to ask: whether the judgement in the room is the judgement in the document.
Independence survives delegation badly. A view formed by one hand and defended by another loses most of what made it worth having, and the loss is invisible until the view is tested. Here the view and its defence stay together, and the engagement is written that way before work begins.
What stands behind that judgement is set out at Who we are. How a matter is bounded, staged and closed is at How an engagement runs.
05 · The conflicts position
Our roleAsked flatly, answered flatly.
The sharpest question in any diligence exercise is always the same one: whom else do you serve. The answer here carries no carve-outs and takes four lines.
- 01 One appointment per transaction Nothing reaches this firm from any party other than the one that appointed it. Not from a counterparty, not from a lender, not from a party seeking a mandate underneath ours.
- 02 No adjacent holdings No principal of this firm holds a position in any manager, vehicle, lender or counterparty in a transaction it structures. That is a standing condition of the firm rather than a check run transaction by transaction.
- 03 Cleared before the mandate Conflicts are cleared before an instruction is pursued, and the clearance is recorded on the day it is made. A conflict found at appointment is a conflict found late.
- 04 One duty per structure Where we design for one side of a transaction, that side is the only side we hold a duty to. The separation is structural rather than procedural, and it is written into the engagement before work begins.
06 · The design of the business
How we workSix independences. All of them is a design decision.
Each line below removes a reason this firm might have to steer a transaction one way rather than another. Each is stated once, and each is stated as what the firm is.
Independent of the capital. We are independent of the capital deployed into the transactions we structure, and of every party that provides it.
Independent of the investment decision. The manager decides what exposure it wants and arrives with that decision already taken. We determine how the exposure can be structurally built.
Independent of the execution. We take a transaction to execution-readiness. The manager and its appointed counterparties carry it from there, under their own permissions.
Independent of the documentation. Appointed counsel drafts the instruments and signs the law. Our structural analysis is the frame that work is done within, and the manager's own advisers own every formal position taken in it.
Independent of the operation. The vehicle is operated, the assets are held and the valuations are signed by parties the manager appoints, and can replace, and is answerable to.
Independent of the distribution. A structure is drawn for the manager that appointed us, and it goes to that manager and nowhere else.
This firm is an independent transaction architect for private-markets managers. It works upstream of legal documentation and transaction execution, alongside the manager's investment team and its appointed professional and regulated counterparties, and its work is finished when the architecture is coherent, the dependencies are named and the sequence is set.
Our firm · 8 minute readOur firmWhat the firm is, how it is constituted, where the work hands over, and the standard every answer is held to.
What we do · 15 minute readOur roleWho owns which decision on a transaction. The manager, its counsel, its tax advisers, its regulated counterparties, its administrators, and what this firm owns.
Where complexity arises · 13 minute readDesigned upstream. Operated by othersWhat we design on an illiquid real asset: the holding chain, the delivery route, the verification cycle and the drawdown test, and who operates each one.