Investment memorandum
Structured to the House reading template with span-level citations on every factual claim.
- Reviewed by
- Partner and deal team
- Defensibility
- Source hash re-verified at read; changed underlying sources flag red.
Direct IDD · Workflow
Direct-investment IDD for teams that need source-backed financial judgment.
A controlled pipeline from CIM, data room, and sponsor model to an investment memorandum, risk register, and key-question log — keyed to the lead sponsor's own language.
Closed-system workflow. Source-backed outputs. Versioned review.
Engagement console
Source intake through review state
Source intake
- S-014 · PPM.pdfadmitted
- S-021 · LPA.pdfadmitted
- S-028 · DDQ.xlsxscanning
Workflow stage
commercial diligence
Stage running · citations required
Evidence anchors
[S-014 · p.42 ¶3][S-021 · cl. 8.2][S-028 · tab 3]
Open risks
Customer concentration
severity · high · cited
Draft artifact
Investment memorandum · v2 draft
schema valid · 47 claims cited
Review state
Partner review
Awaiting challenge before lock
Deal underwriting fails when the sponsor model and the data room are never reconciled.
Direct investments arrive as a CIM, a sponsor model, and whatever the data room contains — financials, customer references, contracts, audit findings. Analysts draft memos; partners rewrite sections; the model review happens in a separate spreadsheet. Key claims are hard to trace, risks are buried in narrative, and the committee may decide without a durable evidence record.
- Commercial thesis points are copied from the CIM without span-level citation
- Sponsor model assumptions assert figures not present in cited sources
- Customer concentration and churn are estimated when the room does not provide data
- Key questions for the sponsor are buried in email threads, not on the memorandum cover
- Partner review produces inconsistent memo structure across deals
Who uses this workflow
Built for senior finance teams who need committee-ready artifacts — not chat transcripts.
- PE deal team
Use caseBuyout or growth-equity primary underwriting
Moment of needA CIM and data room arrive mid-process
OutputInvestment memorandum with cited commercial thesis
- Corporate development leader
Use caseStrategic acquisition review
Moment of needThe board needs a defensible read on unit economics and concentration
OutputRisk register keyed to sponsor language
- Venture partner
Use caseFollow-on round diligence
Moment of needNew disclosures must be reconciled against the prior round
OutputDelta highlights against prior documents when both are present
- Investment committee
Use caseDeal approval preparation
Moment of needCommittee members need traceable claims, not narrative alone
OutputIC pack and key-question log attached to the memorandum
Admitted source envelope
Source materials enter the engagement as a controlled register — scanned, classified, and scoped before the workflow runs.
Source register
Pending admission · scanner gate
| Source | Description | Status |
|---|---|---|
| Confidential information memorandum (CIM) | Confidential information memorandum (CIM). | 01 |
| Sponsor model and the assumptions sheet that drives it | Sponsor model and the assumptions sheet that drives it. | 02 |
| Data room contents — financials, customer references, contracts, audit findings | Data room contents — financials, customer references, contracts, audit findings. | 03 |
| Counterparty material — sponsor letters, prior memoranda where available | Counterparty material — sponsor letters, prior memoranda where available. | 04 |
Workflow process
A versioned pipeline — each stage records what happened, what you can review, and what output it produces.
Stage pipeline
Topological DAG · runtime enforced
01
Admit source materials
CIM, sponsor model, assumptions sheet, and data room contents enter the engagement envelope.
- Recorded
- Per-source hash, kind classification, and admission audit row.
- Review
- Deal team confirms the room reflects a closing process, not a pitch deck alone.
- Output
- Admitted source register with data room inventory.
02
Extract commercial diligence
commercial_diligence reads the CIM and data room for growth drivers, unit economics, competitive position, and regulatory posture.
- Recorded
- Each finding anchored to a source span; unsupported claims excluded.
- Review
- Analyst verifies coverage against the sponsor's stated thesis.
- Output
- Commercial diligence extract with citation map.
03
Build the risk register
risk_register produces a typed register keyed to the sponsor's own language, ordered by severity.
- Recorded
- Risk entries with rationale citations and severity classification.
- Review
- Partner reads the register next to the lead deck without translation.
- Output
- Risk register keyed to sponsor language.
04
Review the sponsor model
The assumptions sheet is read against the citations the model relies on; discrepancies are surfaced.
- Recorded
- Model-against-source review with explicit discrepancy callouts.
- Review
- Partner challenges any assumption not tied to a cited source span.
- Output
- Model review appendix with flagged discrepancies.
05
Synthesise the memorandum
synthesise composes the memorandum, IC pack, and key-question log from upstream nodes.
- Recorded
- Draft version, schema validation, and missing-claim exceptions.
- Review
- Partner reviews before sign-off; key questions stay on the cover.
- Output
- Investment memorandum draft with key-question log.
06
Route for partner challenge
Partner reads the draft against source spans; uncited sections are rewritten or removed.
- Recorded
- Review state transitions and partner comments in the audit log.
- Review
- Partner decides what stays, what is removed, and what goes to the sponsor.
- Output
- Reviewed draft ready for committee.
07
Lock the version
The signed memorandum is locked; share links and exports render from the locked artifact.
- Recorded
- memorandum.locked event with immutable version id.
- Review
- Partner name on the document.
- Output
- Locked investment memorandum with defensible record.
Workflow outputs
Committee-ready artifacts — each with a named reviewer and a defensibility standard.
Risk register
Typed risks keyed to the lead sponsor's language, ordered by severity with rationale citations.
- Reviewed by
- Partner and IC
- Defensibility
- Each risk cites the source span that supports the rationale.
Key-question log
Questions the workflow could not answer from documents on hand — attached to the memorandum, not buried in an appendix.
- Reviewed by
- Deal team and sponsor
- Defensibility
- Explicit record of evidence gaps; no silent estimates in the body.
Model-against-source review
Review of sponsor model assumptions against the cited sources they depend on.
- Reviewed by
- Partner and analyst
- Defensibility
- Discrepancies surfaced where the sheet asserts figures absent from cited sources.
Deal memos that cannot be cited are rewritten before they leave the chamber.
Direct IDD anchors commercial findings, risk entries, and model assumptions to source spans by hash. The key-question log preserves evidence gaps explicitly. Partner review is recorded; the locked version is the committee artifact.
- Unsupported claims do not enter the memorandum body — they become key questions
- Market-sizing from outside the data room is refused unless a third-party report is admitted as a source
- Follow-on rounds highlight deltas when prior-round documents are present
- Recommendation language is partner-reviewed — the system does not decide
Diligence OS supports investment judgment. It does not make investment decisions, provide investment advice, or guarantee risk detection.
Why not generic AI
Prompt-based tools produce inconsistent outputs with weak provenance. This workflow runs a structured process with an admitted source envelope and a versioned review path.
| Dimension | Generic AI | Diligence OS |
|---|---|---|
| Starting point | Chat-first | Workflow-first |
| Process | User-defined prompts | Versioned process |
| Provenance | Weak provenance | Source-span citations |
| Across documents | One file at a time | The full set reconciled; contradictions surfaced |
| Review | Hard to review | Partner review states |
| Outputs | Inconsistent outputs | Repeatable artifacts |
| Memory | No durable workflow memory | Append-only audit trail |
| Committee use | Difficult to defend | Committee-ready outputs |
| Data room handling | Ad hoc Q&A over files | Admitted envelope + extract + synthesise pipeline |
Starting point
Generic AIChat-first
Diligence OSWorkflow-first
Process
Generic AIUser-defined prompts
Diligence OSVersioned process
Provenance
Generic AIWeak provenance
Diligence OSSource-span citations
Across documents
Generic AIOne file at a time
Diligence OSThe full set reconciled; contradictions surfaced
Review
Generic AIHard to review
Diligence OSPartner review states
Outputs
Generic AIInconsistent outputs
Diligence OSRepeatable artifacts
Memory
Generic AINo durable workflow memory
Diligence OSAppend-only audit trail
Committee use
Generic AIDifficult to defend
Diligence OSCommittee-ready outputs
Data room handling
Generic AIAd hoc Q&A over files
Diligence OSAdmitted envelope + extract + synthesise pipeline
Business value
Institutional outcomes — not productivity slogans.
- Compress deal diligence cycles while preserving span-level citation standards
- Reconcile sponsor model assumptions against cited sources before IC
- Standardize memorandum structure across deals and analyst teams
- Surface key questions explicitly — reduce back-and-forth buried in email
- Improve committee preparation with a traceable evidence path
- Create a defensible record for follow-on rounds and portfolio review
Security and control
Closed by construction — each engagement runs inside a dedicated chamber with an append-only audit trail.
- Closed-system workflow — each engagement runs in an isolated chamber
- Engagement-level isolation with row-level tenant scoping
- Source-controlled review — partners read drafts against the audit log
- No training on customer documents — ever, by anyone
- Citation-backed artifacts with hash-verified source spans
- Versioned workflow history preserved on every run
- Audit trail on reads, retrievals, model calls, and locks
- Reviewer traceability — partner review recorded before sign-off
Related workflows
Adjacent diligence processes in the same controlled system.
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Diligence OS is introduced through a controlled evaluation process. No public signup. No self-serve access.