Protect your negotiation leverage before buyers test your defensibility narrative.
If an acquirer's diligence team spent 30 days probing your defensibility claims, would your valuation hold, or would you be negotiating concessions you never saw coming?
Most CEOs find out too late. Buyer diligence compresses multiples on assumptions you never thought to stress-test: key-person dependencies, undocumented workflows, IP that exists but is not captured.
In 21 days, we run the diligence rehearsal that surfaces those gaps before a buyer does, so you control the narrative and protect the value you built.
You have built real value. But when a buyer's diligence team probes your defensibility narrative, the assumptions behind your multiple are tested in ways most CEOs never anticipate.
Traditional diligence focuses on financials, legal ownership, and operational metrics. It rarely examines whether product, technology, and IP strategy actually support the valuation story, until late-stage diligence exposes the gaps.
That gap creates:
"The pattern is consistent: defensibility assumptions go untested until a buyer forces scrutiny. By then, remediation is reactive, leverage shifts to the other side, and value quietly erodes."
The Exit-Grade IP & Defensibility Assessment evaluates whether the assumptions embedded in valuation and exit narratives are supported by evidence across product, technology, and IP posture.
In 21 days, we identify:
A structured, three-phase process delivered in 21 calendar days.
We identify the core assumptions underlying defensibility, differentiation, and exit narratives — and test whether they are supported by product, technology, and IP reality.
What gets examined:
Output: Valuation Dependency Map
We map where value is being created across systems, workflows, data, and product evolution — and where that value is not being captured, protected, or reinforced.
This includes:
Output: IP Surface Area & Leakage Map
We model how defensibility evolves over time if nothing changes — and how targeted IP and product alignment could materially alter that trajectory.
This analysis is directional, not prescriptive. The goal is to show where the company is headed and what levers exist to change course.
Output: Defensibility Trajectory Brief
All findings are framed in valuation language for board and investor consumption:
Board-ready PDF with key findings, prioritized risks, and strategic implications.
Visual mapping of which defensibility assumptions are supported, fragile, or unverified.
Where value is being created, where it's escaping, and where capture opportunities exist.
How easily competitors, acquirers, or former employees could replicate core advantages.
Directional view of how defensibility strengthens or erodes under current vs. targeted action.
No legal opinions. No implementation. No scope creep. Deliverables are designed to travel forward — usable in future diligence, shareable with acquirers, and referenceable in board discussions.
A redacted example showing what a board-ready output actually looks like.
This is one of the core deliverables from the Exit-Grade IP & Defensibility Assessment. It makes explicit which defensibility assumptions are doing the most work in the valuation narrative.
The example below is anonymized but representative of the structure and depth clients receive.
View printable sample →Redacted example — structure and depth representative, content anonymized. This illustrates how valuation assumptions are stress-tested against product, technology, and IP evidence.
To make explicit which defensibility assumptions embedded in valuation are doing the most work — and whether they are supported by evidence, dependent on undocumented knowledge, or exposed to replication and erosion risk.
| Assumption | Where It Appears | Why It Matters |
|---|---|---|
| Product differentiation is difficult to replicate | Management deck, CIM | Justifies revenue multiple premium |
| Data advantage compounds over time | Exit narrative | Supports long-term defensibility claims |
| Customer switching costs are high | Board materials | Assumes pricing power and retention |
| Technical know-how is institutionalized | Diligence Q&A | Reduces key-person risk |
| IP posture supports exclusivity | Legal diligence | Limits competitive entry |
| Assumption | Evidence Status | Notes |
|---|---|---|
| Product differentiation | Partially supported | Core workflow is differentiated; adjacent features are replicable |
| Data advantage | Fragile | Data aggregation exists but lacks formal protection or exclusivity |
| Switching costs | Assumed, not proven | No contractual lock-in; switching cost is operational, not structural |
| Institutionalized know-how | High risk | Critical logic resides with 1–2 individuals |
| IP posture | Incomplete | Multiple latent IP assets unrecognized and undocumented |
| Assumption | Risk Level | Primary Risk Driver |
|---|---|---|
| Product differentiation | Medium | Competitors could copy non-core workflows |
| Data advantage | High | No trade secret controls; no contractual data exclusivity |
| Switching costs | Medium | Switching friction declines as market matures |
| Institutional knowledge | High | Key-person dependency |
| IP posture | Medium–High | Value created but not captured |
Key insight: The valuation narrative assumes defensibility is structural. In reality, it is currently behavioral and organizational.
This does not imply the valuation is wrong. It implies the valuation is conditional.
Clients use this map to:
Two anonymized examples illustrating the kinds of defensibility gaps that surface during an assessment.
PE-backed vertical SaaS company, 18 months from planned exit. Management believed the product's domain-specific workflows were the primary defensibility driver.
Core workflow logic was undocumented and resided with two senior engineers. No trade-secret controls existed. The workflows were genuinely differentiated, but entirely dependent on individuals who could leave.
A buyer would have flagged key-person risk during technical diligence and used it to negotiate a lower multiple or a longer earnout. Surfacing it early gave the CEO time to institutionalize the knowledge and strengthen the narrative before the banker process began.
B2B data platform in a regulated industry, preparing for a recapitalization. The exit narrative centered on a proprietary data advantage that justified a premium multiple.
The data aggregation was real, but trade-secret controls were minimal. No contractual data exclusivity existed. Ownership evidence for key datasets was thin and would not survive diligence scrutiny.
Without remediation, a buyer's counsel would have challenged the data-advantage claim, compressing the multiple on the single assumption carrying the most valuation weight. Identifying the gap gave the CEO a remediation window before the process went live.
This assessment is typically engaged at moments when defensibility assumptions become consequential:
"Law firms protect what is already known. This assessment reveals what is assumed, but not yet proven."
*Timeline assumes timely access to requested materials and stakeholders. Delays extend delivery proportionally.
A brief pre-engagement intake (30–45 minutes) covering:
If scope exceeds a single assessment, this is flagged before engagement.
Traditional diligence focuses on historical compliance and documentation. This assessment stress-tests whether product, technology, and IP actually support the valuation narrative, before buyers or investors ask the hard questions.
No. This assessment complements legal counsel by identifying where legal action is most needed and providing the evidence to prioritize it.
No. We identify and prioritize opportunities; execution is handled by counsel.
Typically a small number of structured interviews and system walkthroughs over the 21-day engagement.
All engagements are conducted under NDA, with clear data handling boundaries defined upfront.
Clients use the deliverables to reduce diligence risk, strengthen defensibility narratives, align product and IP strategy, and protect valuation before scrutiny begins. Optional follow-on support is available by request.
Yes. Many engagements are initiated directly by the CEO or management team, independent of the board or investors. The process and deliverables are the same regardless of who initiates.
If you are 12–24 months from a liquidity event, schedule a 15-minute call to confirm fit and scope.
