The Diligence Library

A diligence report is organized in sections. So is this library: ownership, control, structure, cash, process. Each one covers what a reviewer will check, and what an investor-grade answer looks like.

Library Sections

Ownership & Cap Table

Who owns what, and what that ownership survives. Vesting, ESOP and phantom equity, SAFEs and convertible notes, dilution mechanics, down rounds. The section of the diligence report founders read last and pay for first.

Control & Governance

Ownership percentages are not control. Board composition, veto rights, reserved matters, protective provisions, parent-company dynamics. Control rarely moves in one round. It moves through clauses signed three rounds earlier.

Structure & Jurisdiction

ADGM, DIFC, UAE mainland, offshore holdcos, cross-border setups. A company can be operational and still not be fundable. A structure that invoices is not a structure that holds capital.

Cash & Finance

Cash reporting, runway, backlog versus revenue, working capital. Investors do not read your P&L first. They ask where the cash is, where it goes, and who finances the gap between delivery and payment.

The MENA Process

How a raise actually works in the UAE, Saudi Arabia, and the wider region. The trust process, family offices, timelines, and why a Silicon Valley playbook produces MENA-specific failure modes.

Articles

Phantom Equity Is Not ESOP

Phantom equity is a right to cash, not a right to shares. What UAE onshore LLCs can and cannot issue, what ADGM and DIFC allow, and the cost at exit.