Perspectives
Concepts and frameworks for independent corporate finance.
Short, structured pieces written for C-Level executives. Concepts explain a single term in our domain. Frameworks explain how we frame a question.
26 pieces · 18 Concepts · 8 Frameworks
- ConceptTier 1
Chief Restructuring Officer (CRO)
When companies install one — and what the role actually does
A CRO is appointed when a company faces material financial distress, when stakeholder trust in the existing leadership has eroded, or when the restructuring needs an independent face.
RestructuringCRODistressedRead →
- ConceptTier 1
Conflict-Free Advisory
What conflict actually looks like — and how to avoid it
Conflict-free advisory is not a marketing claim. It is a verifiable structure: no second mandate, no success fee tied to closing, no balance-sheet exposure to either side.
IndependenceM&ARestructuringRead →
- ConceptTier 1
Distressed M&A
Why these transactions run on different rules
Distressed M&A operates on compressed timelines, asymmetric information, and stakeholder dynamics that don't exist in healthy transactions — and the playbook is different from the start.
DistressedM&ARestructuringRead →
- ConceptTier 1
Eigenverwaltung & Schutzschirmverfahren
When the company stays in control of its own restructuring
Two German insolvency-law instruments that preserve management continuity while accessing the protective and restructuring tools of formal proceedings.
RestructuringInsolvencyGermanyRead →
- ConceptTier 1
Independent M&A Advisor
What it means — and what it doesn't
An independent M&A advisor has no economic stake in deal completion, no balance-sheet relationship with either side, and no second mandate that could distort advice.
M&AIndependenceProcess OwnershipRead →
- ConceptTier 1
Process Ownership in Corporate Finance
Owning the deal — not just advising on it
Process ownership means a single point of accountability across all advisors, workstreams, and counterparties — so management can run the business while the deal runs.
Process OwnershipM&ARestructuringRead →
- ConceptTier 1
StaRUG-Beratung
Pre-insolvency restructuring under the German Restructuring Framework
StaRUG is Germany's pre-insolvency restructuring tool — a court-supervised but voluntary framework that lets a company restructure financial liabilities without filing for insolvency.
RestructuringStaRUGGermanyRead →
- FrameworkTier 1
The Hidden Cost of Banker-Only Advisory
What companies pay when they don't have a second voice
The headline banker fee is visible. The cost of having no independent counsel is not — but it shows up in retraded prices, missed leverage points, and management capacity that gets consumed by process work.
M&ACostIndependenceRead →
- FrameworkTier 1
Independence in Distressed Advisory — Why It's Structural, Not Branding
Why every advisor in a distressed situation has incentives — and what to look for
In healthy M&A, conflicts can be managed and outcomes can still be acceptable. In distressed advisory, conflicts are decisive — they determine the outcome.
DistressedIndependenceRestructuringRead →
- FrameworkTier 1
Restructuring vs. Refinancing: How We Frame the Decision
The same words mean different things — and the choice has consequences
A refinancing replaces existing debt on different terms. A restructuring restructures the company. Treating one as the other — in either direction — is one of the most common and expensive errors in distressed advisory.
RestructuringCapital StructureRead →
- FrameworkTier 1
Why CEOs Need an Independent Counsel During M&A — and Bankers Can't Be That
The structural reason every transaction needs a second voice
A banker's job is to close the deal. The CEO's job is to close the right deal — and to keep the business running while they do it. Those are not the same role.
M&AIndependenceCEORead →
- ConceptTier 2
Buy-Side vs. Sell-Side M&A
Different processes, different mandates, different incentives
Sell-side mandates run a process to maximise transaction value or certainty for the seller. Buy-side mandates source, evaluate, and execute acquisitions for the buyer. The economics of advice differ accordingly.
M&ARead →
- ConceptTier 2
Capital Structure Optimization
Engineering the right balance between debt, equity, and flexibility
Capital structure optimisation is the deliberate calibration of debt mix, maturity profile, covenant flexibility, and equity reserves to match the company's risk profile and strategic horizon.
Capital StructureBoard AdvisoryRead →
- ConceptTier 2
Exit Readiness
What separates a sellable asset from a saleable one
Exit readiness is the structured preparation a company does in the 12–24 months before a transaction — to maximise value, defend valuation through diligence, and close on terms.
M&ALiquidityPERead →
- ConceptTier 2
Independent Financial Opinion (Fairness Opinion)
What it actually says — and what it doesn't
A Fairness Opinion is an independent, written professional opinion that the financial terms of a proposed transaction are fair, from a financial point of view, to a specified party.
M&ABoard AdvisoryIndependenceRead →
- ConceptTier 2
Stakeholder Coordination in Restructuring
Why the financial plan is the easy part
A restructuring is a financial-legal exercise on paper. In execution, it is a coordination problem: lenders, bondholders, sponsors, employees, suppliers, customers, tax authorities, and the public must move together.
RestructuringStakeholdersRead →
- ConceptTier 2
Stalking Horse Bid
How distressed asset sales set their floor
A stalking horse bid is the lead binding offer in a distressed asset auction — used to set a minimum price, define the contract structure, and force competitive bids.
DistressedM&AProcessRead →
- ConceptTier 2
Vendor Due Diligence (VDD)
When the seller commissions the diligence
Vendor Due Diligence is a seller-commissioned, third-party diligence package — financial, commercial, tax, legal — produced before the auction to compress buyer diligence and protect transaction speed.
M&ASell-SideDue DiligenceRead →
- FrameworkTier 2
The CFO's Playbook for Keeping the Business Running During a Transaction
How to protect operating performance through an M&A or restructuring process
The CFO is the only person in the building who has to deliver this quarter's numbers and the diligence answers due Friday. Both jobs are full-time. The playbook is about not losing one to the other.
M&ACFORead →
- FrameworkTier 2
PE Portfolio Support: When Does an External Advisor Add Value Over Your Operating Partner?
Where the seam runs between sponsor capacity and independent advisory
Operating partners are excellent inside a portfolio company — but they sit at the sponsor, not at the company. There is a class of situation where independent counsel inside the portfolio company is the missing piece.
Private EquityM&ARestructuringRead →
- FrameworkTier 2
Public-Sector Restructuring: How Municipalities Should Approach Financial Distress
Why public-sector restructuring runs on different rules — and what carries over from corporate work
Municipalities, public utilities, and state-owned enterprises restructure under different legal, political, and stakeholder constraints than private companies. The financial logic carries over; the process design does not.
Public SectorRestructuringRead →
- FrameworkTier 2
What Makes a 'Special Situation' Truly Special — and How to Know You're in One
The category gets misused; the conditions are recognisable
Special situations is a label that can mean almost anything. But there is a recognisable pattern — three structural conditions that distinguish a true special situation from a complicated normal transaction.
DistressedSpecial SituationsRead →
- ConceptTier 3
Bridge Financing in Distressed Situations
Buying the time to solve the actual problem
Bridge financing in distressed situations is short-term liquidity engineered to provide runway for a restructuring, refinancing, or sale — at terms that reflect the underlying risk.
DistressedFinancingRead →
- ConceptTier 3
Liquidity Events: IPO vs. Trade Sale vs. Secondary
Three exits, three different shapes of value
An IPO, a trade sale, and a secondary buyout produce different valuations, different process risks, different post-transaction realities — and the choice should be deliberate, not default.
LiquidityM&AIPORead →
- ConceptTier 3
Operative vs. Financial Restructuring
Same word, different mandates
Operational restructuring fixes how the company makes money. Financial restructuring fixes the balance sheet. Most real situations need both — but in a deliberate sequence.
RestructuringRead →
- ConceptTier 3
Term Sheet Negotiation in M&A
Where the deal is actually decided
The term sheet — not the SPA — is where the economics, structure, and risk allocation of an M&A transaction are set. By the time the SPA arrives, the architecture is fixed.
M&ANegotiationRead →
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