Draft tax-structuring brief
Marked not tax advice on the cover; frames the question and cited exposures for counsel.
- Reviewed by
- Partner before routing
- Defensibility
- Cover marking is the contract; Diligence OS does not give tax advice.
Tax brief · Workflow
Tax-structuring brief for teams that need source-backed financial judgment.
A short, single-question brief on a tax-structuring question — keyed to the term sheet and prior structures the House has used, marked not tax advice, and routed to external counsel for review and execution.
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
risk register
Stage running · citations required
Evidence anchors
[S-014 · p.42 ¶3][S-021 · cl. 8.2][S-028 · tab 3]
Open risks
Withholding exposure
severity · high · cited
Draft artifact
Tax brief · not tax advice
schema valid · 47 claims cited
Review state
Partner review
Awaiting challenge before lock
Tax structuring questions fail when they reach counsel without cited source context.
Tax briefs draw on the term sheet, jurisdiction map, and prior structures the House has used. Teams email counsel unstructured questions or draft briefs without tying exposures to admitted documents. Diligence OS frames the question and surfaces exposures the documents support — counsel decides. The cover marking not tax advice is the contract.
- Structuring questions reach counsel without term sheet or prior-structure context
- Treaty and withholding exposures are asserted without cited source spans
- Prior House practice is not compared against what the term sheet contemplates
- Briefs are drafted without a routing block to designated external counsel
- No durable record of what was sent to counsel and what sources supported it
Who uses this workflow
Built for senior finance teams who need committee-ready artifacts — not chat transcripts.
- CFO office
Use caseEntity selection before counsel engagement
Moment of needA structuring question needs clean framing before external counsel is engaged
OutputDraft brief marked not tax advice
- Family office principal
Use caseTreaty and withholding exposure review
Moment of needTerm sheet contemplates structures unlike prior House practice
OutputRisk register on tax-structuring exposures
- Tax counsel
Use caseStructured intake from the House
Moment of needClient needs cited exposures, not unstructured questions
OutputRouting block identifying designated counsel
- Deal team
Use casePre-close structuring checkpoint
Moment of needCharacterisation and entity-classification questions block term sheet execution
OutputBrief with cited exposures from admitted sources
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 |
|---|---|---|
| Term sheet for the structure under consideration | Term sheet for the structure under consideration. | 01 |
| Jurisdiction map for the relevant entities and counterparties | Jurisdiction map for the relevant entities and counterparties. | 02 |
| Prior structures the House has used and the documentation that established them | Prior structures the House has used and the documentation that established them. | 03 |
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 structuring source materials
Term sheet, jurisdiction map, and prior structure documentation enter the envelope.
- Recorded
- Source admission with hash per document.
- Review
- Principal confirms designated external counsel is named.
- Output
- Admitted structuring source register.
02
Surface structuring posture and deltas
analysis reads term sheet, jurisdiction map, and prior structures; surfaces posture and deltas against prior practice.
- Recorded
- Analysis extract with cited spans per exposure point.
- Review
- CFO verifies jurisdiction map completeness.
- Output
- Structuring posture summary.
03
Enumerate tax-structuring exposures
risk_register lists withholding, treaty, entity-classification, and characterisation exposures with severity and rationale.
- Recorded
- Exposure entries with citation per item.
- Review
- Partner challenges exposures without document support.
- Output
- Tax-structuring risk register.
04
Compose the brief
synthesise composes brief and risk register; cover marked not tax advice.
- Recorded
- Draft version, not-tax-advice marking, and counsel routing block.
- Review
- Partner reviews before routing — Diligence OS does not sign the brief.
- Output
- Draft tax-structuring brief.
05
Route to designated counsel
Brief leaves the chamber to external counsel named by the House.
- Recorded
- Export and routing audit event.
- Review
- Counsel executes — the system supports framing, not advice.
- Output
- Routed brief with cited exposures.
06
Lock the version
Version locked as the House record of what was sent to counsel.
- Recorded
- memorandum.locked event.
- Review
- Partner confirms routing.
- Output
- Locked brief record.
Workflow outputs
Committee-ready artifacts — each with a named reviewer and a defensibility standard.
Tax-structuring risk register
Withholding, treaty, entity-classification, and characterisation exposures ordered by severity.
- Reviewed by
- Partner and CFO
- Defensibility
- Every exposure cites a source span; uncited exposures excluded from cover.
Counsel routing block
Identifies the external counsel the House designated for review and execution.
- Reviewed by
- Principal
- Defensibility
- Counsel name supplied by the House — not invented by the workflow.
The brief frames the question — counsel decides.
Diligence OS does not give tax advice. Exposures cite admitted source spans. Treaty positions not supported by documents are refused. Partner review precedes routing to designated counsel.
- Cover marked not tax advice — non-negotiable
- Exposures cite term sheet and prior-structure spans
- Counsel name is a House input — the workflow does not select counsel
- Locked version records what left the chamber
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 |
| Tax advice boundary | Generates tax opinions | Frames questions + cited exposures; routes to counsel |
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
Tax advice boundary
Generic AIGenerates tax opinions
Diligence OSFrames questions + cited exposures; routes to counsel
Business value
Institutional outcomes — not productivity slogans.
- Frame structuring questions cleanly before counsel clock starts
- Surface cited exposures from term sheet and prior structures
- Standardize brief format across deals and jurisdictions
- Preserve record of what was sent to counsel and when
- Reduce rework between CFO office and external counsel
- Maintain clear not-tax-advice boundary in every artifact
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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