How we work · where you enter

Where you enter.

A manager holding a signed term sheet does not enter at the same rung as a manager holding a strategy and no vehicle. Five rungs carry the structural work. Which rung an engagement opens on is settled by what has already been decided, so a large transaction with everything still open enters lower than a small one with a vehicle already formed.

Each rung below states what you already hold when you arrive at it, the question it answers, what returns, and where it ends. Each also carries the neighbouring thing it is most often mistaken for, because the mistake is usually what put a manager on the wrong rung in the first place.

01 · The ladder

The ten engagements

Five rungs, and you enter at the one your transaction has already reached. The rung is not chosen. It is read off what you can already answer.

The ladder runs from the diagnosis of a structural problem to a standing structural capability. Each rung answers a question the rung beneath it has closed, so a rung entered before its predecessor has closed is a rung entered on an assumption, and the assumption does not announce itself.

Ten engagement names sit across these five rungs. A rung is not a stage: the six stages describe how the work runs once it has opened, and every engagement runs the stages it needs. The ladder says only where it opens.

01 Structural Diagnostic What is the structural problem? Not which structure to use. The rung exists because the difficulty a manager names on arrival and the constraint that actually binds are frequently not the same thing.
02 Structural Options What routes are open, and what does each one do to the rest of the transaction? A route is never local. Move one tier and the flows, the security and the enforcement forum move with it.
03 Transaction Architecture What does the structure actually look like? Which entities, seated where, holding what, under which instruments, with which flows, which security, which governance and which regulatory interfaces, drawn to a single scale.
04 Implementation Architecture What has to happen, in what order, and who owns each step? Sequence is not a schedule. It is the reading of which steps cannot be taken until another has closed, and which cannot be taken twice.
05 An ongoing structuring capability What did we settle last time, and what does it bind now? The only rung reached by returning rather than by arriving, and the only one that changes what the first rung takes as its input.

Four of the five rungs carry a name in the engagement taxonomy. The fifth is what the first four become when a manager comes back.

The six stages When to involve us

02 · The five rungs

The method

Every rung takes something in. What you can already hand over is what tells you which one.

Five rungs, each set out on the same five lines: what you arrive with, the question the rung answers, what returns, where the rung ends, and which of the ten engagement names enter there.

The fourth line decides whether the rung was entered at the right point. A rung that ends where the next one begins has closed. A rung that ends anywhere else has been left open, and everything drawn above it inherits the gap without recording that it did.

Rung one · Structural Diagnostic

You know what you want to achieve. You do not yet know what is difficult about it.

What you arrive with

The economic exposure you intend to hold. The asset, or the class of asset. The fund and the mandate it runs under. The jurisdictions already in play, whether chosen or inherited. The financing you expect to raise against it. The constraints you already know about, including the ones your investment committee has accepted informally and never minuted. What you do not have is a view on which of those is the one that binds.

The question it answers

What is the structural problem? Not which structure to use. Managers arrive routinely with a well-formed transaction and a misidentified difficulty: the constraint named in the room is the jurisdiction, and the constraint that actually binds is a clause in the fund constitution nobody has read against this asset. Both are real. Only one of them decides what can be built, and the other absorbs the attention because it is the one everybody can discuss.

What returns

The problem stated structurally, and stated in one place. The constraint that binds, cited to the instrument that creates it and dated as read. The constraints that were assumed to bind and do not, which is usually the more surprising half. And the questions that have to be answered before any route can be drawn, set out in the order they have to be answered in.

Where the rung ends

When the difficulty has a name and an owner. It does not end with a proposed structure, and a diagnostic that arrives carrying one has quietly done the second rung in a meeting and skipped the record of it.

Named in the taxonomy

Structural Diagnostic, Structural Pre-Feasibility and Regulatory-Structural Mapping all open here. The three differ in what exists when you arrive: a transaction, a strategy, or a regulatory question raised by a change you are contemplating. All three are set out under the ten engagements.

Rung two · Structural Options

The problem has a name. What you do not have is the set of routes, or what each one does to everything else.

What you arrive with

A structural problem already stated, whether it was stated here or elsewhere. The map of what exists: the fund, the vehicle, the asset, the jurisdictions, the instruments, the appointments already made. And, almost always, one candidate route, which somebody in the house has been carrying since the first meeting and which nobody has yet had a reason to test.

The question it answers

What routes are open, and what does each one do to the rest of the transaction? The second half is the whole of the work. A route is never local: move the holding tier and the security package moves, the flows move, the forum that would enforce the security moves, and the administrator has to be asked a question it has already answered about a different structure.

What returns

Two, three or four routes drawn to the same depth and set against thirteen structural axes, with every rejected route recorded alongside the constraint that removed it. The axes themselves are at how routes are compared. What is particular to this rung is that the rejected routes are the durable half of the output. The surviving route is redrawn at every rung above; the record of what was ruled out, and why, is what stops a route being reopened by whoever joins the transaction next.

Where the rung ends

When the routes are distinguished on the axes your committee actually decides on. It does not end with a route selected. Selection is yours, and the rung is finished at the point the choice becomes available to take rather than at the point it is taken.

Named in the taxonomy

Structural Options Analysis, which the ladder shortens to Structural Options. One name here, against five on rung three. That reflects how many ways a structure which already exists can be tested, not how often the work opens on either.

Rung three · Transaction Architecture

A shape has been settled. What it looks like tier by tier is a different question, and it is the one the documents will be drafted against.

What you arrive with

A route the house has settled on, or a structure designed elsewhere and now in front of an investment committee. A term sheet drafted or close to it. Frequently counsel already appointed and drafting against the shape, and a target whose own holding chain is about to become yours.

The question it answers

What does the structure actually look like? Which entities, seated where, holding what, under which instruments, with which flows, which security, which governance, which regulatory interfaces and which adviser interfaces. Drawn to one scale, so that the tier your counsel is drafting, the tier your lender is securing against and the tier your administrator has to operate are demonstrably the same tier.

What returns

The blueprint: nine layers of one transaction held at one scale, set out at what it contains. The drawing is the visible part. Underneath it is a coherent structural model of how the transaction could work, with the failure points named against the condition that would trigger each one, and the dependencies mapped into the sequence the next rung is built from.

Where the rung ends

When every tier has an owner, an instrument and a jurisdiction, no tier is described as still to be confirmed, and every remaining question is written as a question and routed to the professional who owns it rather than carried as a shared assumption.

Named in the taxonomy

Transaction Architecture and Cross-Border Architecture are drawn here. Structural Feasibility Review, Structural Risk Review and Structural Second Opinion enter here as well, and each of those three tests a structure that already exists rather than drawing one. Five of the ten names sit on this rung, and three of the five arrive only once a shape already exists.

Rung four · Implementation Architecture

The structure is settled. Now it has to be built, and the order it is built in is not the order it was designed in.

What you arrive with

A structure your committee has accepted and your counsel is content to document. The advisers appointed or about to be. And the dates that actually bind, which are the ones set by somebody outside your house rather than the ones written in your own plan.

The question it answers

What has to happen, in what order, and who owns each step? Sequence is not a schedule, and it is not a list of workstreams running in parallel. It is the reading of which steps cannot be taken until another has closed, which cannot be taken twice, and which have to be put to a party whose answer, if it is not the expected one, reopens steps already taken.

What returns

The implementation framework, built backwards from whichever date is real, with every step carrying the role that owns it. What this rung adds to the drawing is attribution: a dependency the third rung recorded as a fact about the structure becomes here a step somebody has to take, on a date, having first asked somebody else. The steps that cannot be taken twice are marked, and the classes they fall into are at the one-way doors.

Where the rung ends

At execution-readiness, which is a state with seven conditions rather than a view about a transaction. The framework then goes to the parties you have appointed, and each executes the part that belongs to it, in its own name and under its own authority.

Named in the taxonomy

Implementation Architecture. One name, and it is the last one before the work leaves this side of the line.

Rung five · An ongoing structuring capability

The fourth rung ends when a transaction closes. This one has no closing document.

What you arrive with

A second transaction, and a first one already behind you. Nothing else is required, and there is no threshold to clear. The rung is reached by returning rather than by qualifying for it.

The question it answers

What did we settle last time, and what does it bind now? A manager that has done one thing three times holds three structures, and the third was usually drawn without anybody reading the first two. The consequence is not inelegance. It is that the same question gets a different answer in each, and no document anywhere records that the answers differ.

What returns

Structural memory held outside your own house and kept current: your fund architecture, your vehicles as they actually stand rather than as they were designed, the centres you use, your operating model, your governance, the asset classes that recur, the counterparties you appoint, and the reason each earlier structure was drawn the way it was. A new transaction then opens against a map rather than against a blank page, which moves the first rung from weeks of reading to a conversation about what has changed.

Where the rung ends

It does not. It is the only rung with no closing artefact, and the only one that changes what the first rung takes as its input.

Named in the taxonomy

None of the ten. It is what the first four become when a manager comes back, and what it is made of is set out at structural intelligence rather than named as an engagement.

The blueprint Execution-readiness

03 · What each rung is mistaken for

Our role

Each rung has a neighbour it is routinely confused with. The confusion has the same shape every time: the neighbour answers a smaller question and looks like it answered the whole one.

Five pairs. In each, the thing named first is the rung, and the thing named second is what a manager is frequently offered, or offers itself, when the rung is passed rather than climbed.

None of the five neighbours is a lesser thing. Each is a real piece of work that somebody has to do. The error is only ever in the substitution.

A diagnostic is not a feasibility opinion: A diagnostic names the problem. A feasibility review tests a proposed answer to it. Ask for feasibility at the first rung and the answer is conditional on a structure nobody has yet designed, which makes it an opinion about a hypothesis wearing the language of a finding. The tell is a sentence spoken in a room where nothing has yet been drawn: we just need to know whether this works.
An options architecture is not a menu: A menu lists choices. An options architecture states what each route does to the rest of the transaction, which is the only thing that separates routes once they all appear workable on the axis being looked at. Three routes on a page under two columns of advantages and disadvantages is a menu, and the decision it produces is taken on whichever feature was easiest to write down. The tell is that the columns come out the same length for every route, because the format asked them to.
Architecture is not documentation: The architecture is the design of the system the transaction runs through. The documentation is the set of instruments that make each part of it binding, and it is drafted and signed by your counsel. Counsel drafting against an unsettled architecture produces documents that are internally correct and structurally provisional, and that condition is invisible in the first draft. It becomes visible in the second, when a tier moves and every instrument that named that tier has to move with it, each one held by a different party working to a different clock.
An implementation framework is not execution: The framework describes the steps. Execution is the taking of them, and each step is taken by you or by a counterparty or professional you appoint, in that name and under that authority. Where the two are conflated the question that gets lost is the one that matters most in a difficult week, which is who owns the step that has just failed. A framework answers that question in advance, for every step in it, on a day when nobody is under pressure to answer it differently.
An ongoing capability is not a seat in your house: What accumulates at the fifth rung is a map of your architecture as it actually stands, held outside your firm and kept current. It is a record, and a record is read rather than obeyed: every decision it touches keeps exactly one owner, and the thirteen decisions that carry a transaction are set out against their owners at our role. Structural memory that begins taking decisions has become a party to the transaction, which is a different thing standing inside a different perimeter.

Every one of the five substitutions is made in good faith and none of them is visible at the time. Each is visible later, in the same place: the second draft, where the structure and the documents stop agreeing.

04 · Where most engagements begin

When to involve us

Most engagements open on the first rung or the second. That is the part of the ladder where a structural answer can still change the structure.

The reason is mechanical. Above the second rung most of what a structural answer would change has already been decided: the vehicle is named, the centre is chosen, the chain is drawn, counsel is drafting and an administrator has been asked to accept an operating model. An answer that arrives then is still an answer. It simply lands on a structure that has already been built around the assumption it contradicts.

The entry point this firm is designed around is narrow, and it can be stated exactly: the point at which the investment objective is clear and the structural route is not.

What is open at rung one

Everything. No entity formed, no centre fixed, no instrument chosen, nothing said to an investor that constrains what can later be built, and no adviser instructed on a framing that will have to be withdrawn. The objective can still be written in structural terms rather than trimmed to fit a shape that was picked before it.

What is open at rung two

The route. The map is drawn and the constraints are known, and what has not happened is the choice. The choice is genuinely open here in a way it is nowhere above, because no party outside your house has been instructed to build one route rather than another, and no route has yet been described to a counterparty as a term.

What has closed by rung three

The shape. A structure exists, and the question has narrowed from what could we build to does this work and where does it break. That narrower question is a real one, and three engagement names exist to ask it. It is a different question, and it cannot return the answer the wider one would have returned.

What has closed by rung four

The design. What remains is order and ownership, and both of those decide whether a transaction closes on time. Neither recovers a structural decision taken at the second rung, because sequencing a structure correctly does not make the structure correct.

There is a second reason, and it is about the file rather than the transaction. Work done at the first two rungs is written down as it happens, so the reason for each decision survives the people who took it. Work done at the third and fourth is written down against a structure that already exists, which records what was decided without recording what was rejected.

The ladder is descended more often than it is climbed. A manager who reaches the fourth rung and finds the second still open has to go back down, and going back down is precisely what the sequence was drawn to avoid.

The first fortnight Where complexity arises

05 · Reading your own position

The questions we are asked

Which rung a transaction sits on is a finding. Five questions produce it, and the transaction answers all five.

Each question either has an answer that has closed or it does not. The rung you are on is the one named in the first row you cannot close, and the test is not whether the question can be discussed. It is whether the answer can be handed to somebody else without a covering explanation.

The five are answered against the transaction as it stands today, not against the one expected next quarter.

By question · by reading	What an answer that has closed sounds like	Where you are if it has not closed
What must the structure accomplish, separated into ownership, control, exposure, income, duration and liquidity?	Six separate answers, each written down, with the conflict between duration and liquidity reconciled rather than deferred to a later meeting that has not been scheduled.	The objective is still commercial rather than structural, and the first rung has not begun. Anything drawn now is drawn to a target that will move, and the movement will be recorded as a change of scope rather than as what it is.
Which constraint actually binds, and which instrument creates it?	A named clause in a named document, dated as read against this asset, rather than a general view about a jurisdiction or a recollection of what the last fund did.	You are on the first rung. The constraint named in the room is usually not the one that binds, and the difference only becomes visible once the instruments you have already signed are read against the transaction you are now proposing.
What are the routes, and what does each one do to the flows, the security and the enforcement forum?	More than one route drawn to the same depth, each one tested on the axis it is weakest on rather than on the axis it was chosen for.	You are on the second rung. A single candidate route is not a comparison, and a route carried since the first meeting is a preference that has not yet been asked to survive an axis it is weak on.
Which entity holds what, seated where, under which instrument, and who is the holder of record at each tier?	Every tier named with its jurisdiction, its instrument and its owner, and no tier described in the file as still to be confirmed.	You are on the third rung. The shape exists in outline and the tiers do not yet resolve, which is the condition in which counsel drafts fastest and least usefully.
Which steps cannot be taken until another has closed, and which cannot be taken twice?	A sequence built backwards from a date that actually binds, with the one-way steps marked as one-way and each step carrying the role that owns it.	You are on the fourth rung. The structure is settled and the order is not, and order is where transactions are lost rather than where they are designed.

Read each row across before reading any column down. The marked cell is the one that recurs: a manager who can name every tier of a proposed structure, and cannot name the clause that binds it, has answered the fourth question without having answered the second. That is not a gap in the work. It is a gap in the order the work was done in, and it stays invisible until the clause is read by somebody who has a reason to read it.

A question you can close in the meeting but not in the file has not closed. The file is the only version of the answer that survives the people who gave it.

06 · Entering high

Where structures break

Entering high is not a shortcut. It is usually the record of a structural question that was settled too early, by somebody who was not asked to settle it.

A manager arriving at the third or fourth rung has not skipped work. Somebody did the work. It was done in a meeting, or by inference, or by whichever adviser happened to be in the room when the question came up, and it was not written down as a decision because at the time it did not feel like one.

None of that is unusual and none of it is a criticism. It is the ordinary way a transaction acquires a structure: one reasonable step at a time, each defensible on its own, none of them recorded as a choice between alternatives.

What gets settled without being decided

The centre, because the last fund used it. The vehicle, because the administrator is already set up to service that form. The holding chain, inherited from the target rather than designed for the fund. The instrument, drafted from a precedent that solved a different problem for a different party. Each of the four is reasonable. Not one of the four was ever put as a question.

Why it stays invisible

A decision taken by default leaves no record. The file then shows a structure and no reason, and a reason nobody can produce is a reason nobody can revisit. When the structure is challenged eighteen months later the honest answer is that this is how it was set up, which is an account of the past rather than a defence of the design.

What it can still recover

The assumption that does not hold, found before the rest of the transaction has been built on top of it. That is genuinely the work of the third rung: take the structure as it stands, name the point at which it could fail, and state what would have to be true for it to fail there. A structure with named failure points is a structure a committee can hold a position on.

What it cannot recover

A one-way step already taken. Entities formed. A fund named in a document already sent to investors. A permission applied for on a described operating model. A facility signed against a chain. Each of those can be undone, and each undoing is visible to somebody whose confidence in the transaction is itself part of the transaction.

Six commitments in particular fix a structure in place, and they are ordinary commitments made in an ordinary order. What each of them fixes is not obvious at the moment it is made.

01 Counsel appointed and drafting The shape in the first draft becomes the shape everybody argues from. A later structural change arrives as a redraft, and a redraft is read around the table as a change of mind rather than as a finding.
02 Tax advisers instructed The question they were asked was framed by the structure as it stood on the day they were instructed. Move a tier and it is a different question. The earlier answer does not transfer, and the file rarely says so.
03 An administrator engaged An operating model has been accepted and resourced. An administrator that has said yes to one model is being asked a materially different question when the model moves, and it is entitled to answer it differently.
04 Negotiations opened with the counterparty The structure has been described to somebody outside your house. From that moment it is a term rather than a design, and terms are conceded and traded rather than corrected.
05 Financing negotiated The facility is secured on a chain. Move a tier and the security package, the guarantor, the covenants that reference the borrower and the forum that would enforce all move with it, and the lender is asked to re-examine what it had already accepted.
06 Entities established The step that cannot be taken twice. Formation is quick to do and slow to undo, and a dissolved entity stays in a register that a diligence exercise will read years later and ask about.

Entering high changes what the work can be, not how well it is done. At the first two rungs the question is what could be built. At the third and fourth it is whether what has already been chosen holds, and what it does to everything drawn on top of it. Both are real questions. Only the first can still change the answer.

Not one of the six is a mistake. Each is a commitment taken on a structural assumption, and the assumption is the part nobody wrote down.

The one-way doors Where structures break

07 · What is not on the ladder

Decision ownership

Four rungs of design and one of memory. There is no rung for execution, and that is the shape of the firm rather than a limit on the work.

The design rungs stop at four because past the fourth the work stops being a drawing and becomes steps taken by named parties in their own names, and a rung drawn there would be a drawing of authority that belongs to somebody else. The fifth is not a fifth step along a transaction. It is what the four become across several of them. Thirteen decisions carry a transaction from objective to execution, and each has exactly one owner, set out at our role.

It is also why no rung closes without you. Each one closes on something you or a party you appoint has to settle: the objective at the first, the choice at the second, the instruments at the third, the appointments at the fourth. The work is what makes each of those settleable in the file rather than only in the room.

What a rung produces

The input the rung above it consumes. The first produces a named constraint with the instrument that creates it. The second, a set of routes with the rejected ones recorded. The third, an architecture drawn to one scale. The fourth, a sequence with an owner on every step. Nothing else a rung produces is load-bearing, and what finally crosses to your counsel and the other parties you have appointed is set out at the handover.

Where a rung stops

At the point the reading stops being structural. The ladder answers how a transaction could be built and what each route does to everything else in it. Whether it should be built is an investment question, and it is settled by you and by the regulated firms you appoint, each in its own name.

Where the reading is done

On the transaction in front of you, against the instruments that govern it, as they stand. Not against a template, and not against a general position about a centre or a vehicle form. That is why the rung is read rather than chosen: the same manager enters at two different rungs on two transactions in the same quarter, and the difference sits in the documents rather than in the house.

The rung is read off what you can already answer. A manager who can state the objective in structural terms and cannot yet state the route is standing at the point this firm was built for.

How we work The ten engagements How an engagement runs Our role

Write to us.

Complex transactions fail at the interfaces between otherwise workable components. We resolve the structural complexity between investment intent and transaction execution.

Write to us