Which document does this reader expect?

Choose who will read it. The guide shows the kind of document that reader expects, what it must contain, what they will check first, and the mistake that most often costs time.

General orientation, not legal advice. Counsel settles the final form of any instrument. The reasoning is in The right document for the room.

Who will read it

For a private investor or financier

A financing proposal, with a short term summary

An invitation to negotiate. It commits no one, and should not read as if it does.

What it must contain
  • The venture, and the decision the investor is being asked to consider
  • The amount sought, what it will be spent on, and the proposed shape of the capital: debt, equity or both
  • Sources and uses that balance, and the sponsor’s own contribution with evidence of it
  • A financial model summary with a base and a downside case; the full model in an annex
  • The status of every material document: executed, draft or proposed
What they check first
Who the sponsor is and whether it can sign; whether the figures reconcile; what happens in the downside.
The mistake that costs most
Sending a document that reads like a loan agreement before terms are agreed. It moves the conversation to counsel, slows every exchange and makes each later concession look like a retreat.
Who else will read it
The investor’s credit or investment committee, and its counsel.

For a development or institutional lender

An investment or project information memorandum, followed by the lender’s own application

A basis for diligence. The lender will test every statement in it.

What it must contain
  • The project, its sponsor and its track record
  • Economic and development impact, with the source of each figure
  • Environmental and social considerations, and how they will be managed
  • Permits and rights, with the status of each
  • A financial model with stated assumptions and sensitivities, and the proposed allocation of risk
What they check first
Whether the cash flows cover debt service in the downside, and whether permits and standards are in order.
The mistake that costs most
Presenting projections without the assumptions behind them, or a single case with no downside. Diligence then starts from doubt.
Who else will read it
The lender’s credit, environmental and social, and legal teams.

For a government ministry or agency

A formal letter from the principal, with a short economic-impact paper

It opens a process. It asks for engagement, not commitment.

What it must contain
  • Who the sponsor is, and who it is acting with
  • What is proposed and, plainly, what is asked of the government at this stage
  • The national benefit: jobs, connectivity and revenue, each with a source
  • What the sponsor will provide, and when
  • Respect for the government’s own stages and the evidence each requires
What they check first
The credibility of the sponsor and its funding; what the government is being asked to commit; the political and fiscal exposure.
The mistake that costs most
Asking for a commitment the process is not designed to give at that stage, or presenting the government’s evidence requirements as doubts about a counterparty.
Who else will read it
Ministry officials, the government’s legal advisers and, for larger matters, cabinet.

For a board of directors

A board paper

It exists to let a body decide. The resolution sought is the point of the document.

What it must contain
  • The decision requested, in the first lines
  • Brief background, and the status of each document relied on
  • The options, including not proceeding, with the consequences of each
  • A recommendation, with its reasons and the conditions attached
  • The downside case, and what would change the recommendation
What they check first
Exactly what they are being asked to approve, and what happens if it goes wrong.
The mistake that costs most
A narrative that informs but never states the resolution sought, so the meeting ends without a decision.
Who else will read it
The company secretary, and counsel where an approval has legal effect.

See a worked example of a board paper

For a partner or co-sponsor

Heads of terms or a memorandum of understanding; later, a shareholders’ or joint-venture agreement drafted by counsel

A record of intent. Usually not binding, apart from named clauses such as confidentiality and exclusivity.

What it must contain
  • What each party contributes
  • Ownership, control and how decisions are taken, including deadlock
  • How new holding vehicles join on pre-agreed terms
  • How a party may leave, and on what terms
  • Which clauses bind and which do not
What they check first
Control, economics, and what happens if things go wrong.
The mistake that costs most
Leaving the binding status unclear, so that neither side knows which commitments hold.
Who else will read it
Each party’s own counsel.

For a regulator or licensing authority

The application in the authority’s prescribed form, with supporting evidence

A formal submission. The authority will rely on it, and may hold the applicant to it.

What it must contain
  • Exactly what the rules require, in the order they require it
  • Evidence of fitness, financial capacity and technical capability
  • The named persons responsible
  • Figures consistent with everything said to investors and government
What they check first
Completeness against its own requirements, and consistency with what has been said elsewhere.
The mistake that costs most
Submitting promotional material in place of the evidence the rules require, or figures that differ from those given to investors.
Who else will read it
The authority’s technical and legal staff.

More than one reader, or none of these?

Most ventures have several readers at once, and the documents must agree with one another. Tell us who has to say yes.