Compliance clean enough to survive diligence

By Clairvoyis Advisory LLP · Published 21 August 2026

Case Study

Compliance clean enough to survive diligence.

Six weeks from a closed round, until counsel flagged gaps nobody had noticed.

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Compliance clean enough to survive diligence.

Six weeks from a closed funding round, until counsel flagged compliance gaps nobody had noticed: resolved before diligence could reopen the deal.

The situation

A venture-funded startup was six weeks from closing a new round when its lead investor's counsel flagged gaps in ESOP documentation and unreconciled books from an earlier bookkeeper.

The approach

A compliance audit against the term sheet's conditions, ESOP scheme documentation rebuilt to match actual grants, and a reconciled set of financials delivered ahead of the diligence deadline.

The outcome

The round closed on the original timeline. No conditions were re-opened during diligence.

The compliance discipline that keeps a company diligence-ready year-round is covered on our Compliance & Corporate page.

How the six weeks broke down

  • Weeks 1–2: full compliance audit against the term sheet's disclosure schedule, flagging every ESOP and financial-reconciliation gap before diligence formally started.
  • Weeks 2–4: the ESOP scheme rebuilt from grant letters and board minutes to match actual issued options, not the scheme document's stale terms.
  • Weeks 4–6: financials reconciled against the rebuilt ESOP register and delivered to the investor's counsel a full week ahead of the diligence deadline, leaving room for follow-up questions rather than racing the clock.

The pattern that matters here: diligence gaps involving ESOPs and stale bookkeeping are common enough that a lead investor's counsel checks for them by default. Catching them before diligence starts, not during it, is the difference between a condition subsequent and a closed round.

A composite, anonymized account built from the kind of engagement Clairvoyis regularly handles, not a case-by-case record of a single named client.

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