A co-invest performs operationally but distributions stall because signatory authority is contested and bank mandates were never locked. Another deal succeeds because the doc stack was built for real control from day one.
Market and capital reality check
Arbitration frameworks exist, but outcomes depend on drafting quality and enforceability pathways. Contract enforcement friction varies widely; directional indices help set expectations.
Guardrails list: what must be true before wiring
Minimum doc stack
- Shareholders agreement with reserved matters
- Audit rights and info rights
- Dispute resolution and arbitration clause
- Bank mandates and signatory matrix
- Distribution waterfall and currency rules
- UBO clarity and KYC pack
Reporting discipline
- Monthly pack: cash, FX exposure, collections, capex, covenant metrics
- Multi-currency reconciliation
Deal and product lens
Works for real estate JV equity, operating businesses, and structured credit with equity kickers.
Pull quote: “Control is not ownership percentage. Control is signature authority and cash rules.”
Key datapoints
- NY Convention provides cross-border recognition framework for arbitral awards.
- Doing Business enforcing contracts is directional for time and cost.
Execution steps
- Build the doc stack as a pre-close checklist.
- Lock bank mandates and signatory authority pre-wire.
- Require monthly reporting pack in the SHA.
- Test distribution mechanics in a tabletop exercise.
I-Invest disclosure: This article is for informational purposes only and does not constitute investment, legal, tax, or migration advice. Markets, regulations, and outcomes vary by jurisdiction and individual circumstances. Readers should seek independent professional advice before making decisions. References to companies, deals, programs, or products are descriptive and not a solicitation or endorsement.
