Frequently Asked Questions

Most buyers assume posture gaps in one target stay contained. They don't. In a roll-up, weak succession planning in Company A compounds with messy contributor rights in Company B and no QA maturity in Company C. BLACK surfaces those gaps pre-LOI across every target, ties them to comps, and shows you the real integration cost before you stack assets. Without that, you're not building a platform — you're stacking liabilities.

It sounds like you're wondering why you'd run anything before your existing DD process kicks in. Here's the thing: your providers operate post-LOI. By then, you're financially and politically committed. BLACK runs pre-LOI — fixed posture questions, founder-provided artifacts, pricing-grade memo in 72 hours. Zero access, zero logins, zero exposure. You can't enforce a standard you never defined. How does your team currently get evidence accountability from a target before LOI?

You've probably wondered if this will spook the founder or make you look adversarial. It won't. We get to be the bad guys — that's the point. The founder exports artifacts they already have: org charts, license exports, schema diagrams. No data dumps, no system access, no calls with junior staff. Most founders are relieved it's that simple. You preserve the relationship. We surface what matters to valuation.

Playbooks are valuable. But they almost always run after exclusivity, when you've already locked in terms. BLACK isn't a replacement for your team's process — it's a protocol that generates evidence before your playbook even opens. Instead of assuming integration risk, you start with proof. How does your team currently get evidence accountability from a target before LOI?

It seems like you're weighing whether to spend anything pre-LOI. Most teams don't — and most teams discover problems after they're already committed. BLACK fits inside discretionary budgets with no counsel drag and no custody risk. The real question isn't what it costs. It's what it cost the last time something surfaced in DD that you wish you'd known before the LOI.

BLACK is a pre-LOI posture intelligence protocol. Structured interview. Small set of artifacts. Pricing-grade memo in 72 hours. The questions are binary — does the evidence exist or doesn't it. The memo is nuanced, quantified, and mapped to governance frameworks. Simplicity of input is what makes the speed possible. Most deals fall apart because the story you bought wasn't the reality you inherited. BLACK closes that gap before exclusivity.

Because leverage evaporates after exclusivity. Once you sign, sunk costs rise and negotiation power drops. Every week you spend in a data room on a deal that was never clean is a week you can't get back. BLACK lets you identify gaps, quantify them, and shift terms while you can still say no. What did it cost the last time something surfaced in DD that you wish you'd known before the LOI?

PE firms, strategics, family offices, and later-stage VCs. Any buyer-side team that wants posture intelligence without committing to heavy diligence. It's particularly common in lower-mid-market deals where speed, discretion, and cost discipline aren't optional — they're survival.

72 hours. Founder call is under an hour, artifacts come in within a day, memo lands within three. Compare that to 4–6 weeks of traditional diligence — which doesn't even start until after you've committed. Speed with standardization is leverage, not recklessness.

Zero access, zero logins, zero exposure. We rely only on artifacts the founder can export quickly. No IT involvement, no security risk, no footprint. You still get posture evidence that maps directly to valuation.

It seems like you want to make sure you're not writing a check for something that doesn't move. Fair. If the deal doesn't proceed, your exposure is minimal. If terms improve, the billing reflects that alignment. BLACK is designed to fit inside discretionary budgets — you don't need to open a budget line or get procurement involved to run it.

Then you spent a fraction of what a busted deal would have cost and got posture clarity in return. No long-tail obligation, no stranded vendor relationship, no large fees. Walking away from a bad deal with evidence is still a positive ROI. The alternative — marching into a deal that was never clean — is where the real cost lives.

Things the founder already has: org charts, contributor license exports, schema diagrams, IP assignments, policy docs. These are simple exports that test claims objectively without system access. Either they have the artifact or they don't. That binary is what makes 72-hour turnaround possible.

Recency always matters. A disaster recovery plan last updated three years ago tells you almost nothing about current readiness. Stale evidence reduces confidence and is treated as higher risk in the memo. We don't disclose hard thresholds to the target — that prevents gaming.

A posture summary and risk memo that maps directly to valuation levers. Structured for IC or LP conversations. It shows where posture supports your thesis and where risks force repricing, escrow, or reserves. Every finding is evidence-based, so it reads as authoritative — not as opinion you have to defend.

Binary questions. Nuanced output. Each posture question is answered with evidence or lack thereof, and the consequences are made explicit. The question is binary — does the artifact exist or not. The memo is quantified, framework-mapped, and priced. Simplicity of input is what makes 72-hour speed possible without sacrificing depth.

Yes. If a founder hedges on contributor rights, that itself becomes a priced signal. We observe clarity, confidence, and evasion during the interview and log it alongside artifact evidence. The combination tells a fuller story than documents alone ever could.

Directly. Strong posture with artifacts means you can argue for leaner escrows. Weak posture or missing artifacts means you have evidence to push for larger protections. Either way, you control the structure instead of leaving it to post-LOI surprises. That's negotiation with proof, not opinion.

Earnouts are often used to paper over uncertainty. BLACK reduces that uncertainty by surfacing posture early. If evidence shows weak processes, you structure around it before exclusivity — not after, when you're backfilling with heavy earnouts because you didn't know what you were buying.

They can say yes to everything. Then they have 24 hours to produce the artifact. Non-submission is a finding. We explicitly call out the gap, model the downside, and price the uncertainty. Even silence is quantified. You don't have to guess — you structure around what they couldn't prove.

We don't produce league tables, but posture is mapped to governance standards, so differences between targets are obvious. If one company can show IP assignments and another can't, the contrast speaks for itself. That lets you normalize expectations across your pipeline without debating opinions.

ILPA, ISO 31000, COSO, OECD, and GRI. These anchors mean ICs and LPs recognize the format immediately. The memo becomes easier to socialize internally because it speaks a governance language your stakeholders already trust.

Zero custody. We review evidence, log posture, and discard. Artifacts go into an encrypted Evidence Vault with Lloyd's coverage and 12-month retention, then they're gone. No ongoing data obligations, no exposure from holding sensitive materials. Your security team will appreciate the footprint.

No portal, no login, no subscription. BLACK is a protocol executed case-by-case. That's by design — discretion and low footprint matter pre-LOI. You don't need another tool. You need posture evidence before exclusivity.

No. BLACK is human judgment tied to governance standards. The advantage comes from discipline and process — structured questions, artifact verification, framework-mapped output. Algorithms don't sit across from deal teams. People do.

Yes. We don't compete with your analytics vendor — we feed them. The memo acts as a clean input for deeper analytics or confirmatory diligence. Outputs are formatted to align with whoever you prefer downstream.

72 hours from founder call to memo in hand. Posture direction is visible as soon as artifacts land. Compare that to weeks in a data room — which doesn't even start until after exclusivity. Speed with standardization is the whole point.

It accelerates them. Without posture intelligence, you spend weeks in a data room only to find the deal was never clean. BLACK filters that risk in 72 hours, pre-LOI. Your pipeline moves faster because you stop wasting cycles on deals that don't deserve them.

Multimillion-dollar swings are common. A repriced offer, a tighter escrow, a decision to walk — each represents captured value because it avoids mispricing risk. The cost of not knowing is always higher than the cost of finding out.

Sector-agnostic if artifacts exist. It's especially powerful in software, fintech, tech-enabled services, and data-heavy industries because those sectors produce exports that validate quickly. But if a target can produce evidence — any sector — posture can be priced.

We request license exports that show open-source usage. If posture is weak, we model the legal and escrow implications. You don't want to inherit license violations that could kill a deal or force costly remediation. BLACK ensures that exposure is visible before you commit.

We ask for recent runbooks or logs that prove DR has been tested. If nothing is provided, we price the downtime risk. A company without DR posture exposes you to operational outages — and that's your exposure after close. Better to know now than discover it when systems go down.

Yes. Coverage reports, automation evidence, release testing signals. If those artifacts are thin or missing, release risk is priced higher. Untested code in a target becomes your problem after integration. With QA posture validated pre-LOI, you know whether you're buying stable processes or inheriting hidden volatility.

This is where deals quietly fall apart. If signed IP assignments or contributor license agreements don't exist, you risk disputes from past employees or contractors. Either they have the artifact or they don't. BLACK surfaces that exposure early so you can demand clean-up, adjust reserves, or walk. Without this check, you can end up buying assets that aren't fully yours.

Yes. We ask for cloud usage exports tied to revenue or active users. If a company can't link spend to usage, it signals inefficiency and margin drag. In a roll-up, those inefficiencies compound. BLACK prices that posture before LOI so integration models reflect reality, not assumptions.

We request license exports showing user counts and usage. Untracked or underused licenses signal SG&A waste — but more importantly, they signal management discipline. BLACK captures that signal early so you know if you're buying efficiency or buying cleanup.

No. We validate posture through artifacts, not badges. If SOC 2 or ISO certifications exist, we review them. If they don't, we still test posture through evidence. A badge without process means nothing. Process without a badge still tells you something real.

No. One representative call, usually with the founder or a designated lead. We aren't running diligence — we're capturing posture with minimal intrusion. This avoids triggering deep staff involvement pre-LOI and keeps the footprint light enough that it doesn't feel like diligence.

Preparation is about posture, not polish. We often run BLACK twice on the sell-side: first to capture an internal snapshot, then again to issue a memo backed by authoritative comps. That second run gives founders a defendable document for investors — built from evidence they already have. It reads as credible because it is. No fabrication needed.

We'd never make your deal decision for you. What we provide is the financial consequence of posture. If evidence is missing or weak, we quantify it. You remain the decision-maker — but you're holding better information than anyone else at the table.

Yes. Every finding is tied to artifacts, so you can defend a repricing conversation with evidence. Instead of saying 'we feel uncomfortable,' you show that contributor rights were missing or QA maturity was weak. That shifts negotiation from opinion to proof. Pre-LOI, that's when it actually matters.

No. We arm your team with posture evidence. Your role is negotiation. Ours is intelligence. The advantage is that when you sit across the table, you're holding proof — not anecdotes.

Especially. Carve-outs are thin on documentation and heavy on integration risk. BLACK identifies where posture is undocumented and quantifies the drag. You don't walk into a carve-out blind or underprice the work needed to stabilize it.

It might seem like small tuck-ins don't justify the effort. But posture gaps at that scale still create integration drag — and the temptation to wave deals through quickly is exactly when problems compound. If a tuck-in can't produce IP assignments, you're buying a legal dispute. If schemas are undocumented, you're buying data migration headaches. Either they have the artifact or they don't.

Family offices use BLACK to add rigor without spinning up a full diligence orchestra. A structured, evidence-based snapshot of posture that can be shared with boards or LPs — all pre-LOI, all light-touch. The cost discipline matters. The speed matters more.

At later stages, yes. Early-stage companies often lack artifacts. But in later-stage or crossover deals, BLACK gives VCs posture clarity to validate governance, tighten terms, or decide if a round is investable. The evidence either exists or it doesn't.

They can say yes to everything. Then they have 24 hours to produce the artifact. Non-submission is a finding. Evasion isn't a personality trait we debate — it's a priced signal. That gives you cover to demand terms or walk, backed by evidence rather than a hunch.

Yes. BLACK scales across multiple targets in parallel with standardized output. You can normalize posture findings and sequence deals accordingly. In roll-ups, posture deltas across targets determine integration sequencing — and that sequencing can save millions.

Fixed questions. Fixed artifacts. Fixed memo format. Anything outside that belongs to confirmatory diligence, not BLACK. Scope creep kills speed, and speed is the entire value proposition. We stay disciplined so your timeline stays intact.

We can sign a mutual NDA, but exposure is already minimal. BLACK asks for light artifacts and never takes custody. Many buyers run it without NDAs because the footprint is so small. We accommodate your policies either way.

Never. BLACK identifies posture gaps and quantifies them. Your vendors fill them. We stay vendor-agnostic so outputs remain clean and unbiased. If we recommended vendors, you'd have to question whether our findings were real or manufactured.

Deal lead plus whoever owns analytics or diligence planning. That's it. You don't need the full diligence team for a pre-LOI run. Keep it lean. The outputs will reach the right people through the memo.

Did terms improve? Did the deal move faster? Did you avoid a busted deal? If posture clarity helped you reprice, shorten cycles, or walk from a bad asset, BLACK did its job. The cost of not knowing is always higher.

Stale evidence is partial credit at best. A DR plan or policy doc that hasn't been updated in years tells you almost nothing about current readiness. That uncertainty is modeled as risk in the memo. You either adjust terms or demand cleanup. Stale artifacts don't get a pass — they get priced.

Built for it. Mapped to ILPA, COSO, and other governance frameworks. Drops straight into an LP deck or IC discussion. The language is recognizable and defensible — which means less friction when socializing findings with people who control capital allocation.

Yes. A randomized post-close run holds management accountable and confirms the posture you bought is the posture you still have. Drift happens quietly. BLACK makes it visible before it becomes expensive.

Claims without evidence are treated as risk. If a founder says churn is low but can't produce the data, that claim is priced as uncertain. We don't argue with management — we price the absence of proof. Either they have the artifact or they don't.

BLACK doesn't replace QofE — it feeds it. The posture memo shows where operational risk lives, and QofE can dive deeper on the financial side. Together, they give you both operational and financial clarity before you're locked in.

No — it tells you where to point tech DD. Your tech DD providers operate post-LOI. BLACK operates pre-LOI. It surfaces posture gaps early so later diligence is focused and efficient. You can't enforce a standard you never defined.

The question set is stable, tuned to valuation levers and governance standards. That stability is what makes outputs comparable across deals. Consistency is part of the design — you can normalize posture across your entire pipeline.

Structured, neutral, efficient. We ask precise posture questions and capture clear answers. No fishing expeditions, no long stories. Under an hour. The founder experience is manageable by design.

No. We don't disclose recency or maturity thresholds to the target. We evaluate evidence as received and price it. Disclosing thresholds would let targets game the process. Keeping posture authentic is the point.

Then you have evidence to argue for leaner structure, tighter escrows, even multiple expansion. Instead of gut feel, you're holding posture proof. Strong posture validated with artifacts can justify paying a premium — and defending that premium to your IC.

Weakness isn't just noted — it's priced. Cleanup costs, integration drag, operational risk — all quantified. That may mean escrow, reserves, repricing, or walking. The value is that you make that decision with evidence instead of discovering it after close.

Every memo notes what was evidenced, what was inferred, and what was unverified. Assumptions are explicit so ICs and LPs know exactly where certainty exists and where risk remains. No hidden surprises.

That's how it's designed. Simple exports, no system access, no team disruption. Many buyers run it without the target even perceiving it as diligence. Zero access, zero logins, zero exposure. Leverage stays intact.

Yes. Lenders want to see that risks are quantified and structure is protective. A memo mapped to governance frameworks reads like governance, not marketing. That can lead to better debt pricing or fewer covenants — because you're showing discipline, not selling a story.

If artifacts exist, posture can be priced. In industrials it may be compliance reports. In healthcare it may be license rosters. The artifact list adapts to the sector. The protocol stays the same. What matters is whether the target can produce evidence — not what industry they're in.

We never request customer PII. Only metadata or high-level exports that demonstrate posture. Evidence goes into an encrypted Evidence Vault with Lloyd's coverage and 12-month retention. Privacy risk is avoided by design, and custody never becomes an issue.

We ask the target representative to use video during the interview while we stay audio-only. This keeps posture reads authentic while minimizing our own signaling. Behavioral cues matter — video makes them visible.

We can, but the memo usually stands alone. It's structured for IC and LP conversations and reads as defensible without slides. If your process needs a deck, we deliver one. Most teams just use the memo.

Every finding is tied to an artifact and mapped to a governance framework. You don't rely on narrative — you point to proof. That's what makes the memo survive scrutiny in IC, with LPs, or across the table from a seller.

Your call. The memo is written to withstand scrutiny if shared, because every finding is evidence-backed. Many buyers keep it internal for leverage. Either way, it holds up.

No hard floor. BLACK is built for the lower- to mid-market, but the real criterion is whether the target can produce artifacts. If they can, posture can be priced. The cost is discretionary — designed so you don't have to justify a budget line to run it on an add-on or a tuck-in.

You've probably worried this will feel adversarial. It won't. We get to be the bad guys — that's the political cover BLACK provides. The asks are light, focused on artifacts they already have. We frame it as posture intelligence, not diligence. Most founders are relieved. And you preserve the relationship.

We don't measure culture subjectively. We look at governance signals that create culture — contributor rights, succession planning, policy clarity. These are the artifacts that shape how a company actually operates. Pricing them pre-LOI lets you see culture risk through posture, not through anecdotes that sound good in a management presentation.

We don't run tests ourselves — we ask for evidence they've been run. Logs, reports, runbooks. If no evidence is provided, downtime risk is priced into the memo. You don't want to discover DR gaps after you own the exposure.

No code review pre-LOI. We look for governance evidence that tells us whether code is reliable at scale — QA coverage, CI/CD signals, schema exports. The process stays light but still predictive. Deep code review belongs in confirmatory diligence.

We look for contracts and architecture that show vendor dependency. If posture shows lock-in without flexibility, we quantify the integration cost. This is often overlooked until post-close — by which point it's your problem. BLACK makes sure it's priced before exclusivity.

We check org charts and approval flows for single points of failure. If one person controls critical systems without backup, that's priced as risk. Pre-LOI, you need to model that exposure. Post-close, you may replace them — but by then the leverage is gone.

Yes. We map posture to ESG governance and disclosure norms — whether policies exist, whether evidence supports them, how posture compares to standards. This helps you show LPs and boards that ESG was considered before you signed, not after.

In an auction, speed and confidence separate winners from overpayers. BLACK gives you posture evidence in 72 hours so you can make disciplined bids backed by proof. Instead of throwing out a number on gut feel, you know what you're buying.

Fixed questions. Fixed artifacts. Governance framework anchors. Each answer is binary — evidenced or not — and the memo shows the financial consequences. That's how you remove opinion and anchor to posture. No subjective spin survives a binary evidence test.

They can say yes to everything. Then we ask for the artifact. Exaggeration without evidence is logged, marked unproven, and priced as uncertainty. We don't argue with management — we let the evidence speak. You don't have to guess whether bravado is true. You structure around what can be proven. How confident would you be negotiating terms on claims that were never verified?

Yes. We walk analysts through how to read and apply the memo. Because every finding ties back to an artifact, it's straightforward. Training ensures your team can use BLACK outputs confidently in negotiations and IC discussions — without needing us in the room.

You can adopt the mindset — evidence-first, artifact-based, binary posture — and use it to discipline your pipeline. The exact schema and process remain proprietary. Many clients apply the lens even outside formal runs, and their deal quality improves.

Closely. BLACK outputs map to legal instruments — escrow clauses, covenants, reps. Counsel can plug posture findings directly into contract terms. That makes negotiations smoother because the evidence does the arguing.

We ask for evidence of SLA monitoring, incident reports, or recovery logs. If those artifacts are missing, it signals weak operational posture. That informs how you price reliability pre-LOI and whether you need stronger protective structure.

BLACK isn't a QofE. What we price is operational posture that affects revenue durability — weak customer support, poor schema design, missing QA. These signals feed into financial quality indirectly. The posture memo tells you where revenue might be fragile before the QofE confirms it.

Outcomes are classified by evidence strength. Clear artifacts mean high confidence. Weak or stale evidence means low confidence. These labels help ICs and LPs see exactly where certainty exists and where assumptions remain. No ambiguity about what's proven.

Yes. If posture gaps are material but fixable, you can pause instead of walk. BLACK makes those gaps explicit with evidence, so you can set milestones and structure around them. A pause backed by posture evidence is defensible. A pause based on a bad feeling is not.

Yes. Because memos are mapped to governance frameworks, they translate directly to credit conversations. Lenders see quantified risk and protective structure. That often leads to better debt pricing or fewer covenants. The memo reads like governance because it is governance.

BLACK doesn't say yes or no. But if posture is unfixable at a fair price, the memo makes that cost explicit. In practice, teams often walk — but with evidence, not just a bad feeling. The value is that walking away becomes a defensible decision, not a gut call.

One short call. A request for simple exports. Then we're gone. We get to be the bad guys so you don't have to — and the founder never feels like they're under a microscope. That keeps cooperation high while still surfacing posture evidence you need for pricing.

They can — and it helps them prepare. But the true power comes from buyer-driven runs where billing aligns with captured value and posture calls support your negotiation. A sell-side run builds the document. A buy-side run builds the leverage.

We don't request trade secrets. We ask for exports that show posture without revealing core IP — a license roster, not the source code. The footprint stays safe. The posture still gets validated. That's the balance BLACK is designed to hold.

Fixed protocol. Defined questions, defined artifacts, defined memo format. Anything outside scope belongs to confirmatory diligence. BLACK stays fast, predictable, and repeatable because the boundaries are non-negotiable.

No league tables, no rankings. Posture is mapped to governance standards so differences between targets are obvious without creating a document that could be misused. You see the comparison. You control how it's used.

Yes. Documentation gaps, unclear schemas, missing contributor rights — all roll into an estimate of integration drag. That estimate lets you plan reserves, allocate resources, or adjust price before exclusivity. Integration costs should never be surprises. They should be priced.

No — BLACK feeds your playbooks with better inputs. Playbooks assume cooperation and clean data. BLACK tells you if those assumptions are valid before you bet on them. Your team's process stays intact. It just starts from reality instead of hope. How does your team currently validate those assumptions before LOI?

Every initial run is effectively a pilot. Bounded scope, 72 hours, fixed cost. The outcome is a memo that proves the model on a live deal. Would it be a bad idea to run this on one deal and see what surfaces?

No. One accountable representative is enough. The goal is to capture posture, not consume CTO bandwidth pre-LOI. Minimal footprint, minimal disruption. That's by design.

A diligence partner you trust on the buy side, working under BLACK's scoring directives. We never see proprietary information — that stays inside your trusted partner relationship. BLACK provides the framework. Your partner provides the authorship. That separation keeps custody clean and the memo credible to your IC.

If management contests a finding, we document both sides — what was evidenced, what was claimed, what was missing. The memo is defensible because it shows what was proven versus what was disputed. Transparency survives scrutiny. Narrative doesn't.

Boards want clarity and defensibility. A memo that ties posture to evidence and governance frameworks gives directors something objective to react to. That reduces debate and accelerates approval because the findings are evidence-based, not opinion-based.

Yes. Posture maps to OECD and other global frameworks. Counsel can localize while relying on standardized posture calls. The memo stays usable across jurisdictions because the governance language is universal.

Stable question set. Governance anchors. Consistent process across every deal. Findings are comparable because the methodology doesn't shift. That discipline keeps BLACK credible rather than reactive.

No. We show posture outcomes and their financial implications. Counsel chooses the right instrument. The value is that posture evidence gives counsel real leverage to argue for structure — backed by proof, not speculation.

No certifications. BLACK provides posture intelligence — evidence tied to valuation levers. It complements diligence. It doesn't replace legal or technical certifications. The value is in the evidence, not a stamp.

Yes. We can operate under your analytics partner's brand or alongside them. Outputs are flexible in format so they integrate without disrupting your existing pipeline or vendor relationships.

Never. BLACK is buyer-aligned. No fees from sellers, no split incentives. Our alignment is strictly with the buy-side, which is the only way to keep posture calls unbiased. If we took seller fees, you'd have to question every finding.

Resistance is information — and it has value. If sellers resist providing artifacts, that itself is posture signal. They can say yes to everything, but then they have 24 hours to produce the evidence. Non-submission is a finding. You price the non-cooperation and structure accordingly. What would it tell you if a target couldn't produce basic artifacts in 24 hours?

Provide target context, schedule the founder interview, alert management to expect artifact requests like org charts or license exports. Memo lands in 72 hours. Low friction, high clarity. That's the whole process.

We maintain bandwidth for pre-LOI runs. Once context is shared, scheduling happens within days. Deals move fast. BLACK is built to move with them.