Strategic Interview Before the LOI.
No Access. No Delay.
BLACK™ is the only pre-LOI protocol engineered to surface valuation-critical risk through a standardized interview format and verifiable artifacts.
BLACK provides pricing-grade insights before capital is committed. It is a posture interview system operated by JW Strategy Partners under strict methodological control.
BLACK Adjusts the Timeline
Structuring is advised. Value is adjusted.
BLACK identifies and prices governance, operational, and technical risk using a standardized protocol. Evidence must be recent and verifiable; gaps directly impact valuation. This occurs before any system access, before legal entanglement, and before exposure. Posture is scored.
| Feature | Description |
|---|---|
| Zero Access | No logins. No legal exposure. No system hooks. |
| Three-Day Turnaround | Initial posture memo within 72 hours. |
| Valuation Leverage | Convert posture failure into pricing power. |
| Artifact-Based | Claims validated or discounted. No narrative accepted without proof. |
Why Traditional Diligence Fails Before LOI
- Diligence begins too late: typically after price anchoring occurs.
- Founders' claims untested: verification often waits until capital is risked.
- Data rooms expose gaps: weaknesses surface when the deal should be defensible.
- Risk discovery first: it must precede exclusivity.
Zero-Access
Gain insight without system logins or legal exposure.
Speed
Actionable insights typically within 72 hours.
Leverage
Convert weaknesses into tangible valuation adjustments.
Evidence-Based
Binary posture scoring driven by verifiable artifacts.
Protocol Architecture
Target Interview
Structured interview conducted under audio-only neutrality.
Artifact Collection
Founder receives evidence request and has 24 hours for submission. No exceptions.
Internal Adjudication
Scoring follows a proprietary framework aligned to governance standards while your team maintains execution control.
Memo Issuance
The Binary Risk Memo is delivered summarizing valuation deltas, structuring triggers, and confirmatory items.
Portions of the protocol are withheld by design. Internal sequencing, analyst alignment logic, and optimization routines are not disclosed. These stages materially improve outcome fidelity. Access to these mechanisms is not provided.
Strategic Advantages
Avoid Costly Diligence Surprises
Align with Governance Standards (ILPA, ISO 31000, COSO, OECD, and GRI)
Strengthen negotiation position by surfacing posture gaps early
Gain Pricing Power Pre-LOI
Accelerate Deal Timelines
Enhance Investment Committee Confidence
Who We Support
The BLACK protocol is used by decision-makers across the acquisition lifecycle.
Operating Partners
Surface posture before exclusivity
Deal Teams
Price risk with verifiable leverage
Transactional Counsel
Structure with evidence, not assumption
Strategic Acquirers
Align with governance standards before committing capital
We reveal posture, validate claims, and price risk accordingly.
Redefining Pre-Acquisition Intelligence
JW Strategy Partners is a strategic advisory firm specializing in pre-LOI posture interview. We operate the BLACK protocol on behalf of private equity firms, strategic acquirers, and growth investors.
BLACK is more than a tool—it is a controlled mechanism with limited access.
We specialize in proprietary, zero-access methodologies designed to rapidly assess the operational, technical, and governance maturity of target companies, transforming the way deals are priced and structured.
Our Philosophy & Approach
- Evidence Over Narrative: We believe verifiable proof is paramount in valuation.
- Early Risk Identification: Surfacing critical issues before significant capital or time is committed is key to maximizing leverage.
- Governance Alignment: Our insights are mapped to institutional standards (ILPA, COSO, ISO 31000, and more) for IC and LP confidence.
- Collaborative Integration: We work seamlessly with your deal teams and analytics partners to deliver actionable intelligence efficiently.
Why BLACK Was Created
Traditional diligence often arrives too late, leaving value on the table or exposing investors to unforeseen risks. BLACK was engineered to fill this critical gap, empowering investors with decisive, data-driven insights during the crucial pre-LOI phase. We shift the focus from reactive verification to proactive strategic positioning.
Meet the Strategists
Our team combines deep expertise in technology, operations, and strategic finance to deliver the insights that shape successful acquisitions.
Meet the Team →The BLACK Protocol
Zero-Access Pre-LOI Intelligence. Maximum Strategic Leverage.
Definition & Purpose
BLACK is a zero-access posture interview protocol. Its foundation is a 10-question posture interview which we continuously refine to reflect emerging risks. All questions require recent, audit-worthy artifacts, and non-responses are penalized in valuation.
Our purpose is to accelerate informed investment decisions by clarifying operational posture before access is granted.
The Process: Clarity in Days, Not Weeks
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Engagement & Briefing
Initial discussion to understand deal context and objectives.
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Target Interview
A remote posture assessment with the target company's leadership focusing on their direct responses to our proprietary 10 question interview process.
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Evidence Request & Submission
Formal request for specific supporting artifacts (e.g., logs, reports, policies) with a strict 24-hour submission deadline via a secure vault.
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Evidence Validation & Posture Analysis
Rapid assessment based on the presence, recency, and quality of submitted artifacts, where the lack of evidence is treated as risk.
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Binary Risk Memo Delivery
Delivery of the Binary Risk Memo outlining and summarizing interview process results, potential financial impacts and structuring recommendations based on historical data, and governance mapping.
Pre-LOI Risk Signals
Institutional Alignment
BLACK findings are explicitly mapped to key governance frameworks:
- ILPA
- ISO 31000
- COSO
- OECD
- GRI
This provides defensible, LP-aligned rationale for structuring decisions and enhances Investment Committee confidence.
Mathematical Rigor
The BLACK Valuation Adjustment Protocol is built on a fundamental equation that structures the valuation process. The model follows the same formulas you’d use in post-close attribution: gains and offsets. What’s different is that BLACK delivers these elements pre-access, and ties them to posture, not just narrative.
\(V' = V + \sum\alpha - \sum\beta\)
- V' – Adjusted Valuation (final strategic outcome)
- V – Base Valuation (initial LOI valuation)
- α – Validated valuation uplifts
- β – Validated valuation downgrades
The formula shown reflects a simplified version. BLACK’s underlying model includes multiple failure states with distinct financial implications.
The Deliverable: Binary Risk Memo
A concise, actionable report including:
- Conceptual 10-point posture scoring summary
- Leverage Map (Escrow, Reserve, Earnout opportunities)
- Governance framework mapping (ILPA, ISO 31000, COSO, OECD, and GRI)
- Prioritized confirmatory diligence items
Aligned Pricing Model
Phase 1: Diagnostic Scan The typical engagement begins with a $15,000 fixed fee. This covers the full protocol and delivery of the Binary Risk Memo. If the deal moves forward, this fee is credited toward Phase 2.
Phase 2: Success-Based Value Most engagements continue with a success-based model. We capture 25 percent of the quantified value delta, such as valuation adjustment or escrow structuring. If the deal is abandoned based on findings, there is no Phase 2 fee.
This model reflects standard buy-side usage. Alternate structures may be available depending on transaction context.
We are aligned with outcomes. We only succeed when you capture measurable value.
Sell-Side Applications
While BLACK is typically engaged by acquirers and deal teams, the protocol has also been used by founders and operators preparing for strategic conversations. The same posture interrogation framework applies, surfacing maturity gaps early and improving defensibility ahead of diligence.
Internal Stages
The protocol shown represents the operational surface. Internal refinement layers enhance signal fidelity and structuring precision. These layers are proprietary and not visible by design.
BLACK in Action
Real Results. Real Leverage. Pre-LOI.
These examples reflect the client-facing layer of the BLACK protocol. Internal structuring logic and valuation levers are not disclosed.
Industry: Mid-Market SaaS
Challenge: Evaluating a target with claims of robust IP and technical maturity, but limited pre-LOI visibility into OSS exposure and key-person risks.
Protocol Deployment: Zero-access protocol deployed across leadership.
Key Findings (Generalized): Identified significant, undisclosed OSS components lacking audits; revealed critical dependency on CTO; uncovered gaps in DR readiness despite strong QA.
Outcome & Impact (Illustrative): Enabled multi-million dollar pre-LOI valuation adjustment ($2M-$12M range); informed creation of specific escrow for OSS risk and reserve for succession planning; accelerated LOI finalization significantly. The final structure reflected posture, not narrative.
"BLACK gave us the clarity needed to structure the deal correctly from the start, avoiding costly post-LOI surprises."
- Managing Director, PE Firm (Illustrative)
Industry: Business Services
Challenge: Assessing a recurring-revenue firm with founder-claimed proprietary automation software, but reluctance to share documentation and reliance on key consultants.
Protocol Deployment: Zero-access protocol deployed across leadership.
Key Findings (Generalized): Flagged missing IP transfer agreements from original software contractor; QA automation claims unverified (no logs/metrics); identified key personnel risk without backup; surfaced SaaS spend inefficiencies.
Outcome & Impact (Illustrative): Led to significant valuation correction pre-LOI ($2M-$12M range); justified implementation of escrow for IP chain issues and reserves for personnel/system risks; informed earnout clause tied to remediation. The final structure reflected posture, not narrative.
"The pre-LOI insights from BLACK were crucial. We identified major risks that would have otherwise surfaced much later, potentially derailing the deal."
- Partner, PE Firm (Illustrative)
Industry: Fintech Platform
Challenge: Evaluating a target claiming proprietary AI, regulatory-ready infrastructure, and high uptime, but granting no access to code or controls pre-LOI due to sensitivity.
Protocol Deployment: Zero-access protocol deployed across leadership.
Key Findings (Generalized): Debunked AI claims (based on unvalidated 3rd-party OSS); uptime claims unverified by DR test logs (plan untested for >1 year); identified OSS exposure without documentation; compliance certifications were "intent" not reality.
Outcome & Impact (Illustrative): Resulted in substantial pre-LOI valuation downgrade ($2M-$12M range); informed creation of escrow for OSS/DR gaps and earnout tied to compliance/audit validation; significantly shortened IC approval cycle. The final structure reflected posture, not narrative.
"BLACK cut through the narrative and gave us the hard evidence needed to re-price the deal based on actual posture, not just claims."
- Principal, Growth Equity Firm (Illustrative)
Industry: Industrial Tech
Challenge: Assessing a manufacturer with founder-claimed proprietary ERP, strong DR practices, but heavy founder involvement and no technical access pre-LOI.
Protocol Deployment: Zero-access protocol deployed across leadership.
Key Findings (Generalized): ERP based on unassigned 3rd-party OSS; DR plan untested recently; founder was a critical bottleneck in supply chain; QA checks lacked consistent logging/review.
Outcome & Impact (Illustrative): Drove significant pre-LOI valuation revision ($2M-$12M range); led to escrow for IP/OSS issues and reserve for founder dependency; allowed structural changes before LOI signature, avoiding post-close drag. The final structure reflected posture, not narrative.
"Identifying the founder bottleneck and IP risks pre-LOI allowed us to structure downside protection effectively. BLACK was instrumental."
- Operating Partner, PE Firm (Illustrative)
BLACK consistently provides the pre-LOI clarity needed to price deals accurately, structure them effectively, and proceed with confidence.
Request Full Memo Discuss EngagementLeadership & Expertise
At the intersection of governance, clarity, and valuation control.
James D. Wilson
Founder, Creator of BLACK
Specializes in revolutionizing pre-LOI private equity protocols by surfacing hidden risks and creating strategic deal leverage. Deep expertise in AI-driven transformation, cybersecurity, and technology integration. Engineered foundational architecture for SwanLeap (Inc. 5000 #1 Growth, 2018). Developed secure, scalable IoT systems under stringent constraints. Architected advanced AI diagnostic platforms.
"James embodies know-how, creativity, and deep technical understanding."
- Jim Watkins, President of GringoWare
"James delivered under impossible conditions, ensuring the project's success despite all obstacles."
- David Crane, Founder of Smoke Free
Eric Rusch
Operational Strategist, Co-creator of BLACK
Operational strategist and systems thinker with 15+ years optimizing processes and driving organizational excellence. Spearheaded enterprise transformation at Pitney Bowes, reducing costs by 43%, and successfully managed complex technology implementations. Developed proprietary frameworks for strategic clarity. Guides PE-backed firms through critical inflection points, leveraging expertise in pre-LOl risk identification, governance alignment, and execution readiness.
"Eric's collaborative approach effectively aligns operational improvements with value creation objectives."
- Lesley Sareen, Pitney Bowes
"Eric proactively identifies operational gaps and implements targeted innovations which are essential for driving EBITDA growth."
- Carrie Aus, Pitney Bowes
Our Commitment
We deliver actionable intelligence that informs better investment decisions, optimized deal structures, and stronger outcomes. Detailed methodology is shared only with engaged clients.
Start the Conversation
Reach out to learn more about the BLACK protocol or discuss a potential engagement.
Submission does not grant access to internal methodology or tooling. All engagements are subject to strategic discretion.
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Email: [email protected]
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