The founder wanted the room and the outreach the same week
A medical-device company from outside the US came to Common Ground to enter the US market. The founder's plan was a raise in the low single-digit millions to fund the launch, and he wanted it fast: build the data room, structure the capital approach, and start talking to US investors, all in the same sprint. That is the standard sequence for a raise this size, and it is what most advisors would have started on the same afternoon.
Where he actually was took one call and a weekend of reading to see. The product had a real history overseas and a real clinical file behind it. What it did not have was anyone who had examined, the way a US buyer's counsel would, whether the company owned what it was about to sell here. The mark, the patents, the licensing and distribution agreements, the traction claims in the deck: every one of those was a statement the founder had made, and none of them had been checked against a register, a contract or a counterparty. Around him were people paid to keep the deal moving. A success fee or a retainer that continues only while a raise is alive gives the party best placed to find a problem early the weakest possible reason to look for one.
The people in it: the founder, who was carrying the whole US story himself; Prince Capital on the capital side, as the licensed placement advisor on the raise, because I am not a registered representative and do not take a transaction fee on a securities raise; Common Ground's brand team on the brand and the deck; and me in the diligence, data-room and go-to-market seat as engagement lead. What the founder asked for was speed. What he needed was to find out whether this deal survived scrutiny before anyone's money or reputation attached to it closing.
Diligence first, scoped to what can zero the deal
Three decisions, each against an obvious alternative.
Gate the outreach on diligence instead of running them side by side. The fast version of a raise only works if the diligence is already done. A problem found by an investor's own counsel costs a founder his credibility with that investor and every investor that investor talks to. The same problem found by us costs time. Nobody in the founder's orbit was paid to find one first. That is not a comment on anyone's character; it is how the incentives are built, and the only fix is to run the check before a fee structure exists to distort it.
Scope the diligence to the two things that end a raise, not the whole checklist. A full diligence scope covers everything from financials to team biographies, and on a clock this short that is a way to do all of it badly. I asked which findings would be closing conditions for a US investor's counsel rather than negotiating points. Two categories qualify. A freedom-to-operate defect, a mark someone else holds or a patent someone else owns, is not a number an investor discounts and moves past; it is the question of whether the company owns what it is selling, and it can zero the deal. An economics defect, a royalty or an exclusivity term that does not match the pitch, changes the price of the thing without removing it. Everything else reprices or embarrasses. So the scope was trademark and patent searches, a read of the royalty and exclusivity terms in the distribution and licensing agreements, and reference calls to every counterparty the deck named, and nothing else.
Hand the findings over as a gate, not as background in the room. A data room can absorb a finding quietly as a footnote to the IP section, and a founder who wants to keep moving will treat a footnote as optional. I put the findings to him directly, as a list of what had to resolve before the company was ready to face US diligence, and let the decision to proceed sit visibly with him.
How I came at this one
The question I asked first was who in this raise is paid to find a problem before a buyer does, and the answer was nobody. That question fit because the founder was surrounded by people paid to keep the deal moving, and the fastest way to lose a US investor is to let his counsel find what ours could have found first. So the diligence ran first, and it was scoped to the two categories that can zero a deal rather than reprice it.