What we do · our role
Our role.
Every decision on a transaction has an owner. The manager owns the investment decision. Appointed counsel owns the legal opinion. The regulated counterparties own the regulated activity. This firm owns the structural analysis and the coherence of the architecture it produces.
This page names all of it, decision by decision and relationship by relationship, so that the role is legible before anyone is asked to rely on it.
What we do · four rooms
01 · Decision ownership
How an engagement runsEvery decision has one owner. Naming the owner before the work starts is part of the work.
The most expensive thing on a complex transaction is not a decision taken badly. It is a decision nobody knew they held. A structure arrives at signing with a duty unallocated, an approval unrequested or a position nobody has taken, and the cost of it falls on whichever party is standing nearest when it surfaces.
So an engagement opens by writing the ownership down. Thirteen decisions are set out below against six owners. Every decision has exactly one owner. A decision with two owners is a decision nobody has taken, and a decision with none is the one that surfaces at the closing.
| Decision · owner | The manager | This firm | Appointed counsel | Tax advisers | Regulated counterparties | Administrators |
|---|---|---|---|---|---|---|
| Whether to make the investment | The manager | |||||
| What exposure the transaction is meant to produce | The manager | |||||
| Which structural route is adopted | The manager | |||||
| Which advisers and counterparties are appointed | The manager | |||||
| What structural routes exist, and what each one forecloses | This firm | |||||
| Which structural and jurisdictional dependencies bind | This firm | |||||
| Where the proposed architecture could fail, and on what assumption | This firm | |||||
| The order in which the structural questions are resolved | This firm | |||||
| Whether the structure is lawful as drawn | Appointed counsel | |||||
| What the documents say, and what they bind | Appointed counsel | |||||
| The formal tax position of the holding chain | Tax advisers | |||||
| Carrying on a regulated activity under a permission | Regulated counterparties | |||||
| Whether the structure can be operated as drawn | Administrators |
The plane is a working document and it is the first thing an engagement produces. A party that learns late that a decision was its own has lost the whole of the interval in which the decision could have been taken well, and that interval is never returned by anybody.
Four of the thirteen sit here. The other nine sit with you and the parties you appoint, and writing them down early is what gets them appointed in time.
02 · What we are answerable for
The quality of the structural analysis, and the coherence of the architecture it produces.
That sentence is the whole of it, and it is written into the engagement paper before any work begins rather than inferred from the work afterwards.
Four obligations follow from it. Each is stated in advance, and each is testable by you against what we hand over.
Every structural route we put in front of you is read against the instruments that govern it, cited to the provision that creates the constraint, and dated to the version of the text we read. Where the instruments stop answering, we say that they stop, and we stop with them rather than filling the gap with a view.
An architecture is coherent when every entity in it has a reason to exist, every flow has a destination, every duty has an owner, and no two parts of it assume different facts. That is a property of the drawing, it is the property we are answerable for, and it can be tested row by row by anyone you hand the drawing to.
Every route set aside is written down with the constraint that removed it, and the record stays in the file after the engagement ends. It is what allows your counsel, your investment committee and, in due course, a counterparty looking for the weak joint to test the structure rather than accept it.
What the engagement covers is bounded in writing before it starts: the question, the deliverable, the date. Work outside those bounds is a new matter with its own paper. A scope that grows quietly is a scope in which nobody can any longer say what was analysed and what was assumed.
The architecture is the product. The document is the evidence that the work was done.
03 · The layer we work in
How we workA transaction has three architectures. We occupy the second and connect the two either side of it.
Economic architecture states what exposure is intended. Structural architecture states what produces it. Implementation architecture states how it is brought into being. Treating the three as one is how a transaction ends up with a structure nobody actually chose.
The transaction, in three strata
- 01 Economic architecture What exposure is intended: which rights, returns, control, liquidity and risk characteristics the transaction is meant to hold, and for whom. The manager
- 02 Structural architecture Which entities, vehicles, instruments, jurisdictions and ownership relationships actually produce that exposure, and what each choice costs the others. This firm
- 03 Implementation architecture How the structure becomes operational: which parties act, which documents, permissions and operational arrangements are required, and in what order. Appointed parties
Most transactions have a clear owner for the first stratum and a clear owner for the third. The second is done by whoever has the time: the investment team between other work, counsel inside a documentation mandate, a lender's structuring desk with its own position to protect. It is the stratum where interdependence lives, and it is the one this firm exists to hold.
Read along the transaction rather than down it and the second stratum becomes a position in time. Eight positions run in order: investment thesis, economic objective, structural uncertainty, transaction architecture, professional validation, documentation, execution, administration. We are strongest at one transition, from knowing what is wanted to knowing how it will be held, and it is the fourth position that settles the four after it.
The value of that transition is generated before capital is committed, in the interval where changing the architecture still costs a redraft. Once the vehicle is constituted and the documents are out for comment, the same change costs a rebuild, and the rebuild is priced by every party already appointed.
The second stratum is rarely anyone's job. It is the one that decides whether the other two can be done at all.
04 · With your counsel
A well-defined legal question is worth more than a long one. We hand counsel the defined one.
The commonest way to spend counsel's time badly is to arrive with a transaction that has not yet been decided. Counsel then does two jobs. First it works out what it is being asked to advise on. Then it advises. The first job is structural work done inside a legal mandate, under time pressure, by a party who was not in the room when the objective was set.
Our model is counsel-enhancing rather than counsel-replacing, and the mechanism is entirely unglamorous: five things are settled before counsel opens the matter.
What exposure the transaction is meant to produce, written in terms that can be tested against a structure rather than against a market. An objective that cannot be tested against a structure is not yet an instruction to anybody.
Which routes could produce it, drawn as entity chains with the jurisdictions, the instruments, the flows and the security on them. Counsel receives candidate architectures rather than an intention.
Which parts of each route turn on which others, so that a change in one is priced in the rest before it is made. This is what stops a documentation round from producing three inconsistent answers to one question.
What each route assumes about facts nobody has yet confirmed, kept separate from what the instruments actually say. An assumption filed as a fact is the ordinary origin of a structure that fails at the point it is first relied on.
The specific questions on which a formal legal position is required, framed as questions, each carrying the provision that raises it. Counsel then answers questions instead of first constructing them.
What reaches counsel is a decided transaction and a framed list of questions. The opinion is counsel's and the drafting is counsel's, given in its own name and on its own authority, and the file afterwards shows which of the two disciplines settled which point.
The legal work is not shortened. What changes is the distance between the transaction and the question counsel is being asked about it.
05 · With your tax advisers
We identify where tax changes the architecture. Your tax advisers state what the tax position is.
Two sentences sit close together here and only one of them belongs to this firm. Moving the holding company from one jurisdiction to another changes the structural economics and therefore requires tax analysis: that names a tax-sensitive structural dependency, and naming it is ours. This structure is tax efficient: that is a substantive tax conclusion, and it belongs to the adviser who will stand behind it in front of an authority.
Four things follow, and all four are about getting the tax question asked while it is still a question about a choice.
Every place the chain crosses a border is a place where a taxable presence, a withholding leak, a treaty question or a substance requirement can sit unpriced. We mark each junction on the drawing and name what turns on it. The list goes to your advisers as a list of questions, not as a set of answers.
We state that a structural choice is tax-sensitive and why it is structurally sensitive: what else in the architecture moves if the answer comes back one way rather than the other. What the answer is, in a named jurisdiction, is a formal position taken by your advisers in their own name.
A tax question asked after the vehicle is constituted is a question about a fact. Asked before, it is a question about a choice. The tax-sensitive junctions therefore sit on the sequence at the point where they are still choices, which is usually earlier than the point at which anybody would naturally raise them.
When a position comes back it either changes the architecture or it does not, and we read it back into the whole drawing rather than into the part that raised it. A tax answer absorbed in one leg of a structure and nowhere else is how two legs of the same fund come to assume different things.
Tax analysis that arrives after the structure is fixed is a description. Tax analysis that arrives while the structure is open is an input.
06 · With your administrator
Execution-readinessA structure that cannot be operated has not been designed. It has been sketched.
The administrator asks one short question and it is not a structural question: can we actually run this. It is asked after appointment, which on most transactions is after the structure is fixed, which is why it so often arrives too late to change anything.
We ask it first. Eight properties of a proposed architecture decide whether it can be administered, and every one of them is settled by a structural choice taken long before an administrator is in the room.
How many, of what type, in which jurisdictions, and which of them files what, to whom, on what cycle.
How capital reaches the vehicle, in whose name, against which register, and what happens at a close that slips a quarter.
Who holds what, at which level of the chain, and where the register that proves it is kept and by whom.
What has to be valued, by whom, on what basis, at what frequency, and which entity signs the net asset value at the end of it.
What each investor is owed, on what cycle, in what form, and which entity in the chain owes it rather than merely produces it.
Which boards exist, what each of them decides, which decisions cannot be delegated at all, and where the quorum sits when a director is conflicted.
Where cash moves between entities, on whose instruction, through which account, and whether that account is the one the security package already assumes.
Which operational functions turn on which structural facts, and which duties have to be allocated by name: the underlying anti-money-laundering relationship, the oversight function, the party who signs. A duty left unallocated in the design is discovered by whoever is doing the reconciliation.
The administrator operates the vehicle and signs for that work. What we settle is whether the vehicle it is handed can be operated as drawn.
07 · With your counterparties
The regulated perimeterWe design the route. The transaction is conducted along it by the firms whose business that is.
Arranging Deals in Investments is a named activity in both centres, separately authorised, with its own permission and its own duties attached to it. Finding a buyer, finding a seller, matching two counterparties, negotiating a trade, passing instructions and executing a purchase or a sale are the business of the firms that hold that permission, and they hold it in their own names.
What this firm produces sits before all of that and it is a different object. Four things about the counterparties are settled on the drawing rather than in the negotiation.
Every place the architecture meets a party outside it: a lender, a placement agent, a broker, a depositary, the counterparty on the other side of the asset. Each interface is a place where two sets of duties meet, and each one is named on the drawing rather than assumed into it.
What each counterparty has to be able to do for the route to work: which permission the activity needs to sit under, which document has to exist before the step, which approval has to have been given first, and by whom.
Which of those has to be in place before which. A counterparty appointed after the step that needed it is a counterparty appointed late, and lateness at an interface is rarely recoverable inside the same transaction.
What the route does if one interface fails: the facility that does not close, the approval that does not come, the counterparty that withdraws before signing. Structures fail at their interfaces more readily than inside their entities, which is where the stress-testing is aimed.
The route is ours to design. Conducting the transaction along it belongs to the firms that hold the permissions for it.
08 · Two kinds of risk
Structural risk and investment risk are different questions. We hold one of them.
A sound investment can be put into a poor structure. A structurally sound transaction can still be a poor investment. The two failures look nothing alike from inside a house, and outside it they are routinely discussed as though they were one question.
Structural risk
What happens to the architecture through which the investment is held or implemented. The vehicle that cannot do what the strategy needs. The security that cannot be reached in the court where the asset sits. The redemption right written against an asset that cannot be sold inside the redemption cycle. The duty that no entity in the chain owes. This is the analytical domain of this firm, and it is read against the instruments rather than against a view.
Investment risk
What happens to the investment. Whether the asset performs, whether the market holds, whether the entry was priced correctly, whether the thesis was sound at all. This sits with the manager and its investment committee, which is where the mandate, the information and the accountability for it already are, and where they should stay.
Transaction risk is the broader term and it covers both. Structural risk is the narrower one, and precision about which of the two is being discussed is what allows a structuring conversation to happen at all without drifting into an investment one.
You hold the question of whether the investment is right. We hold the question of whether the architecture through which you hold it will do what you think it does.
09 · Four verbs, used precisely
Four verbs carry the weight. What matters is the object each of them takes.
None of the four is avoided here, and avoiding words is not how a boundary is kept in any case. Each is used with a stated object, and the object is what settles which sentence is being said.
- Recommend
We develop and evaluate structural pathways against your stated objectives, and we state which architecture appears preferable in the context of those objectives, with the reasoning that makes it preferable, subject to confirmation by the relevant counsel. The object of that sentence is a structure. An investment recommendation takes an investment as its object, and it belongs to your investment committee and to the regulated firms you appoint, in their names and under their permissions. The adjective in front of the word is not what separates the two. The substance of the sentence is, and we test our own sentences on the substance rather than on the label.
- Coordinate
We coordinate the structural workstream: what has to happen, in what order, and which professional addresses each question. The object is the workstream. The transaction itself is conducted by the parties to it, each acting in its own name and under its own permissions. That distinction is not decoration; it is what keeps the role legible to your compliance function and to anyone who reads the file afterwards.
- Challenge
We challenge a proposed structure, including one designed elsewhere and including one we drew ourselves. Constructive structural challenge is the reason a manager with capable counsel and capable advisers still gains from this work: every one of those parties is answering the question it was asked, and challenge is the discipline of asking whether it was the right question. What has this structure assumed that nobody has tested? What happens to it if one of those assumptions moves?
- Identify
Formal determinations belong to the parties authorised to make them: the regulator approves, counsel opines, the auditor signs. We identify, map, assess, analyse, frame, sequence and stress-test. Those verbs are the accurate description of the work rather than a hedge on it. Identifying the question a structure raises is a different act from answering it, and it is the act that has to happen first, because an answer to a question nobody framed is not evidence of anything.
On regulatory matters the output takes one of two forms and never a third: a question, or a validation requirement. This proposed architecture raises a question about whether one entity is performing a named activity. This structural route appears to require confirmation regarding the relevant permission. Both are handed to the party who can settle them.
None of this is caution. It is the difference between a sentence that can be tested and one that cannot.
10 · The boundary
Our firmWe are independent transaction architects for private-markets managers. Everything else on this page follows from that sentence.
We take transactions through structural design and execution-readiness. Execution remains with the manager and its appointed counterparties, in their own names and under their own permissions.
Our structural analysis provides the framework within which appointed counsel undertakes the relevant legal validation, within which your tax advisers take their formal positions, within which your administrators and depositaries operate the vehicle, and within which your regulated counterparties carry on the activities they are authorised to carry on.
We are independent of the capital deployed into the transactions we structure. We work alongside your investment team and your appointed professional and regulated counterparties, and the work is finished when the architecture is coherent, the dependencies are named and the sequence is set.
The decision is always yours. What we owe you is an architecture good enough to take it on.
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Complex transactions fail at the interfaces between otherwise workable components. We resolve the structural complexity between investment intent and transaction execution.
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