Glossary

A · B · C · D · E · F · G · H · I · K · L · M · N · O · P · Q · R · S · T · V · W

A

Alienation

The lease world's word for a tenant parting with its interest — assigning the lease, subletting, sharing occupation. The alienation provisions say whose consent is needed for what, and diligence reads them because a new owner's plans for an office may need the landlord's blessing. Report §11.1 · Chapter 11

Assignment

Transferring rights under a contract to someone else — a standard check in contract review, because many contracts forbid it or require consent. On a share deal the contracting entity never changes, so the clause is rarely engaged; on an asset deal it is decisive. (Intellectual property moves by written assignment too — see confirmatory assignment.) Chapter 7

Authorisation

The regulator's permission a firm needs to carry on a regulated activity. Diligence verifies that it exists, that it covers what the business actually does, and what conditions ride along with it — Solaris's crypto-asset authorisation from the Central Bank of Ireland was the single asset the whole deal depended on. Report §5.3 · Chapter 8

B

Basket

A threshold in the sale agreement's liability machinery: the aggregate the buyer's warranty claims must together exceed before any of them is payable — €420,000 on Sunrise. Fundamental warranties and specific indemnities are conventionally written to sit outside it, which is one reason a known risk is better covered by an indemnity than left to the general warranties. See also de minimis. Chapter 6 · Chapter 8

Boilerplate

The standard clauses at the back of a contract — notices, entire agreement, assignment, governing law. Read quickly but never skipped: the governing law clause decides which system of law applies to everything else, and dull-looking paragraphs are where surprises like to live. Chapter 5

Bring-down

Deal slang for warranties being repeated at completion — tested a second time against the facts as they stand on the day, not just at signing. It is how a problem that arises between the two dates surfaces while the buyer still has remedies. Chapter 12

C

Caveat emptor

"Let the buyer beware" — the old rule, still in rude health in English law, that a seller of shares generally has no duty to volunteer what is wrong with the company. It is the reason due diligence exists: protection comes from what you found and what you negotiated, not from any general duty of fairness. Chapter 1

Chain of title

The unbroken sequence of transfers connecting today's registered owner of the shares back through every previous one. Corporate diligence walks the whole chain, because a broken link means the seller may not own what it is selling. Report §3.1 · Chapter 6

Change of control

A contract right triggered when a party's ownership changes — typically termination or renegotiation. A share deal trips them wholesale, which is why the review hunts for them everywhere: Novapay's right to terminate on 60 days' notice was Sunrise's biggest commercial finding. Report §4.1 · Chapter 7

Change-of-control bonuses

Payments to employees triggered by the company changing hands — a cost of the deal itself that lands on the target and, economically, on the buyer. Sunrise found €350,000 of them, quantified and priced through the permitted leakage schedule. Report §6.2 · Chapter 9

Chargeback

A customer's demand for the reversal or reimbursement of a disputed transaction — in the card world, a payment pulled back through the payment system. In the Sunrise litigation folder the concept appeared as the Kestrel Markets claim — €80,000, below materiality, reported anyway because patterns matter more than single numbers. Report §9.1 · Chapter 11

Clean team

A restricted group — often external advisers only — permitted to see the most sensitive documents in a data room and reporting conclusions rather than contents, so that customer pricing and other competitively dangerous material never reaches the buyer's commercial staff. Chapter 4

Completion deliverables

The documents that change hands on the day the deal completes — stock transfer forms, share certificates, resignations, board minutes. Diligence findings often end here: transferring the nominee-held share in the Polish subsidiary became one of Sunrise's. Report §3.3 · Chapter 6

Concentration

Dependence on a few counterparties — classically customer concentration. Novapay alone was about 31% of Solaris's revenue and the top five customers about 62%: not a breach of anything, just a fact the buyer had to understand and price with open eyes. Report §4.2 · Chapter 7

Condition (condition precedent)

Something that must happen before completion is allowed to — the deal signs, then waits. A finding becomes a condition when completing without the fix would be unlawful or intolerable: on Sunrise, the regulator's approval of the change of ownership. CONDITION is also the report's rating for exactly that kind of finding. Report §5.2 · Chapter 8

Conduct covenants

The seller's SPA promises about running the business between signing and completion — ordinary course, no surprises, key relationships kept warm. They hold the picture diligence photographed steady until the buyer takes the keys. Chapter 7

Conduct of claims

The SPA machinery deciding who steers a third-party claim that could turn into a warranty or indemnity claim. The seller is paying, so the seller wants the wheel; the buyer owns the business the fight happens inside — the clause splits the difference. Chapter 11

Confidentiality agreement (NDA)

The agreement — signed before anything sensitive moves, on Sunrise dated 12 February 2026 — under which the seller is willing to open its books at all. It is why diligence can happen, and why everything learned stays learned in confidence. Chapter 2

Confirmatory assignment

A short deed by which someone who did work confirms that the intellectual property in it belongs to the company — the cure for a missing or doubtful assignment. Sunrise required one from a 2022 contractor before signing, for code still running in production. Report §7.2 · Chapter 10

Constitutional documents

The documents that constitute a company: its constitution or articles, and its certificate of incorporation — the registrar's birth certificate proving the company exists at all. Folder 2 of every data room, and the corporate workstream's starting point. Chapter 6

Controller and processor

Data protection's division of labour: the controller decides why and how personal data is used; the processor handles it on the controller's instructions, under a written contract the law makes compulsory. Solaris was the controller; its analytics provider the processor — engaged, for a while, without the compulsory contract. Report §8.1 · Chapter 10

Corporate finance adviser

The seller's deal-runner — on Sunrise, Harborne & Co — managing the process, the data room admissions and the Q&A timetable. Not lawyers: the numbers-and-process side of the sale, and the people who decide when your question round opens. Chapter 2

Court and insolvency searches

Independent checks of public court and insolvency registers — diligence's habit of verifying rather than asking. They are run late in the review (Sunrise's on 18–19 June 2026) so the answer is still fresh when the report is delivered. Report §9.2 · Chapter 11

Customer due diligence

The identity checks anti-money-laundering law requires regulated firms to run on their own customers — a different creature from deal due diligence, despite the shared surname. How well the target does it is a question for the compliance workstream. Chapter 8

Cut-off date

The date after which the review stops taking in new material — Sunrise's was 20 June 2026. The report speaks as at that date: anything the seller uploads later is a matter for the SPA, not for the report. Report §2.3 · Chapter 4

D

Data processing agreement (DPA)

The written contract data protection law requires between a controller and its processor, setting out instructions, security and audit rights. Solaris's analytics processor lacked one for over a year — it was signed, with current transfer clauses, while the diligence was still running. Report §8.1 · Chapter 10

Data room (virtual data room, VDR)

The secure website where the seller assembles, indexes and shows the deal's documents to the buyer's advisers under strict permissions — a shop window, a workbench and a record, all at every moment. Sunrise's room held 1,247 documents in twelve folders on the Vaultline platform. Report Appendix A · Chapter 4

Data room index

The numbered tree of folders and documents that is the room's spine: the reference 7.4.1 means folder 7, subfolder 4, document 1, and that number becomes the document's name for the rest of the deal. Held up against the agreed scope, the index is also a mirror showing what the seller has not provided. Chapter 4

De minimis

The floor below which a single warranty claim cannot be brought at all — €50,000 on Sunrise. It stops the buyer chasing trivia; the basket then decides whether the claims that do clear the floor add up to enough to be paid. Both are reasons a matter diligence has already found needs an indemnity rather than a warranty. Chapter 8

Disclosure

The seller telling the buyer something against the warranties. A warranty is qualified by what was fairly disclosed — so a disclosed problem is a priced problem, not a claim, and the review's findings decide what the buyer will and will not accept being disclosed against. Chapter 12

Disclosure letter

The seller's letter, delivered at signing, that qualifies the warranties: a general disclosure of the data room and public registers, plus specific disclosures of known exceptions, warranty by warranty. The diligence report and the disclosure letter are mirror images — each is read against the other. Chapter 12

Due diligence (DD)

The buyer's organised investigation of a target before signing — reading what the seller provides, asking questions in writing, verifying what matters against public sources — so the deal is priced, papered or abandoned with open eyes. Usually buyer due diligence, commissioned by the buyer; for the seller-commissioned variety, see vendor due diligence. Chapter 1

Dynamic watermark

The overlay a data room stamps across every page as it is viewed — the reader's name, the date, the time — so that a leaked page announces exactly who leaked it. Quietly effective etiquette enforcement. Chapter 4

E

Encumbrance

A third party's claim sitting on an asset — a charge, lien, option or other security interest. Title diligence looks for encumbrances over the shares themselves, such as a share charge granted to a lender, because the buyer wants the shares clean and the fundamental warranties will say they are. Chapter 6

Engagement letter

The contract under which the diligence team is hired: scope, exclusions, fees and the firm's liability cap — on Sunrise, €10 million, agreed on 8 April 2026. The review's terms of reference live here, and so does the answer when anyone asks "was that in scope?". Report §2.4 · Chapter 2

EU trade mark (EUTM)

A single registration protecting a mark across the whole European Union. Verifying that the target actually owns its registrations — "Solaris" and "Helia", in our case — is a small, satisfying corner of the IP workstream. Chapter 10

Evergreen

A contract that renews automatically unless someone gives notice — no drama, until the notice window slips past unnoticed. Diligence flags them so the buyer diarises the dates it is about to inherit. Chapter 7

Executive summary

The report's first section and the only part every decision-maker will certainly read: what was found, how serious it is, and what to do about it. Writing one is a discipline — everything important, nothing decorative. Report §1 · Chapter 12

F

Finding

A discovered fact that matters — the review's unit of output. Every finding leaves through one of four doors: price it, fix it, cover it, or accept it with open eyes (and sometimes the fifth: walk away). The one wrong answer is a finding that is reported and then goes nowhere. Chapter 1

First pass / second pass

The two sweeps of a document review: the first pass reads what is there; the second re-checks the priority folders and everything uploaded late. Sunrise's second pass of folder 7 found document 7.4.1 — the regulator's letter that reshaped the deal — which is the whole argument for doing one. Chapter 5

Four-eyes review

The rule that significant documents get a second reader. It calibrates judgement across the team and catches blind spots — cheap insurance against the most expensive kind of mistake, the one nobody noticed. Chapter 5

Fundamental warranties

The warranties about ownership and capacity: the seller owns the shares, free of encumbrances, with power to sell them. They stand apart from the business warranties, with higher caps and longer lives, because if they are false the buyer has bought nothing at all. Chapter 6

G

Gap analysis

Holding the request list up against what has actually arrived and listing what is missing. Silence is data: what a seller has not provided is often more interesting than what it has. Chapter 5

H

Heads of terms

The short, mostly non-binding document recording the deal's shape before full drafting starts — price, structure, timetable. Sunrise's were agreed on 3 April 2026, and the diligence was scoped against them five days later. Chapter 1

I

Indemnity

A promise to make a specific loss good, euro for euro, if it happens — no need to prove a warranty was breached or argue about the value of shares. Findings that are known and quantifiable often exit through this door; see specific indemnity for the Sunrise example. Chapter 1

Intellectual property

The bundle of rights in creations: copyright (which arises automatically and belongs first to the author or their employer — not to whoever paid), trade marks, patents, database rights. The IP workstream's obsession is a single question: does the target actually own the technology it runs on? Report §7 · Chapter 10

Issue log

The team's running, shared list of problems and open points — each with its document reference, workstream, rating and status. It is what makes one review out of nine private ones, and the report is grown directly from it. Chapter 4 · Chapter 5

K

Key people

The individuals whose departure would damage the value being bought. Diligence reads their actual contracts — Sunrise found the CTO and the money laundering reporting officer on one month's notice with thin covenants, answered buyer-side with retention packages conditional on completion. Report §6.1 · Chapter 9

L

Legal professional privilege

The protection that keeps certain lawyer–client communications from having to be shown to anyone else. It shapes diligence etiquette: legal advice is reported with care, and privileged material is handled so the protection is not accidentally given away. Chapter 2

Liability cap

The ceiling on what can be recovered when things go wrong — checked in both directions in contract review (caps in customer terms protect the target; caps in supplier terms limit its recourse when a critical service fails), negotiated into the engagement letter, and set for the warranties in the SPA. Chapter 7

Local counsel

Lawyers qualified in another jurisdiction, engaged for the parts of the review an English-law team should not guess at. On Sunrise: Kildare & Nolan in Dublin for Irish law, Wysocki Legal in Warsaw for Polish law — "local counsel confirms" appears throughout the report for a reason. Chapter 2

Locked box

A pricing mechanism that fixes the price off a historic balance sheet — Sunrise's box locked on 31 December 2025 — and forbids value leaking to the seller after that date, instead of adjusting the price at completion. Known, quantified diligence findings are often priced through its permitted leakage schedule. Chapter 9

Long stop date

The deal's expiry date: if the conditions have not been satisfied by it — 31 March 2027 on Sunrise — either party may walk away. It converts regulatory limbo from indefinite to survivable. Chapter 8

M

Material contract

A contract that matters to the value of the business, by size, dependence or strategic weight. The review reads each against a standard checklist: term and renewal, change of control, termination for convenience, assignment, exclusivity and non-compete promises, most-favoured-customer terms, liability caps. Report §4 · Chapter 7

Materiality

The line below which the review does not report — the materiality threshold, €250,000 on Sunrise. Not a claim that small problems do not exist; a promise about what the reader's attention is spent on. Report §2.2 · Chapter 3

MLRO (money laundering reporting officer)

The senior individual personally responsible for a regulated firm's anti-money-laundering defences — receiving internal suspicion reports and dealing with the authorities. Solaris's MLRO was one of the two key people found to be on short notice. Chapter 8 · Chapter 9

Most-favoured-customer

A promise that no other customer will ever get a better price. A pricing constraint made by a small company can infect the whole combined group's commercial freedom after completion — which is exactly why contract review looks for it. Chapter 7

N

Nemo dat quod non habet

"No one gives what they do not have." A seller cannot transfer better title than it holds — the principle behind every hour corporate diligence spends on registers, certificates and chains of title. Chapter 6

Nominee

Someone who holds an asset in their own name for another — the beneficial owner — usually under a declaration of trust. The single minority share in Solaris's Polish subsidiary sat with a former director as nominee; its transfer became a completion deliverable. Report §3.3 · Chapter 6

Notice period

How long an employee must give (and be given) before leaving — read together with garden leave (kept employed and paid, but away from work and clients) and payment in lieu of notice. One month for two key people was a Sunrise finding in its own right. Report §6.1 · Chapter 9

Novation

Replacing a contract with a new one so that obligations, not just rights, move to the new party — which needs everyone's agreement. The clean but consent-heavy way to move contracts, and mostly an asset-deal concern. Chapter 7

O

Open-source software

Software anyone may use under a public licence. Most licences are benign; the copyleft family can require code built on them to be shared on the same terms, so the review checks the target's register of components against its licences — Solaris's came back clean. Report §7.3 · Chapter 10

P

Passporting

Exercising a home-state authorisation across other EEA states through notifications rather than fresh licences. The review checks that the notifications on file match the map of where the customers actually are. Report §5.3 · Chapter 8

Penetration test

A commissioned, controlled attempt to break into the target's systems, written up so the holes get fixed. Diligence reads the recent reports — and, more tellingly, checks whether the findings were acted on. Chapter 10

Permitted leakage

A locked box deal's sanctioned exceptions: value allowed to leave the target between the locked box date and completion, listed openly in the SPA. Sunrise priced the €350,000 of change-of-control bonuses through the permitted leakage schedule. Report §6.2 · Chapter 9

Personal data

Any information relating to an identifiable person — customers, employees, counterparties. Whether the business collects, uses and moves it lawfully is the data protection workstream's whole question. Report §8 · Chapter 10

Pre-emption right

An existing shareholder's right of first refusal before shares go to an outsider — often paired with consent-to-transfer provisions requiring board or shareholder approval. Title diligence checks the constitution so the deal itself does not trip over either. Chapter 6

Q

Q&A

The written question-and-answer machinery of a diligence exercise: questions submitted through the data room, answered by the seller's side, all on the record. Sunrise ran 142 questions in three rounds — and twice the review caught what an answer had missed. Answers guide the review; they do not replace it. Report Appendix B · Chapter 4

Qualifying holding

A stake in a regulated firm — 10% or more, and certainly 100% — that a would-be acquirer must have assessed and not opposed by the regulator before acquiring it. The Central Bank of Ireland's assessment of Atlas was Sunrise's completion condition. Report §5.2 · Chapter 8

R

Red-flag report

A report that reports only findings that could affect the price, require protection or action, or affect timing — silent about everything that is fine. Distinct from an exceptions-based report (which walks every scoped area and reports departures from the expected position) and from a full-scope report (which describes as well as flags). Sunrise's, like most modern DD reports, was red-flag. Report §1.1 · Chapter 3

Regulatory perimeter

The boundary the legislation draws around activities that need authorisation. Perimeter analysis asks whether everything the target actually does sits inside its permissions — and whether anything has quietly strayed outside. Report §5.3 · Chapter 8

Related-party arrangements

Contracts between the target and its owner or fellow group companies — checked for arm's-length pricing, and usually ending at completion. Sunrise's shared-services agreement with the Seller is why the deal needed a transitional services agreement. Report §11.3 · Chapter 11

Reliance letter

The letter that extends a report's duty of care to someone who was not the client — on Sunrise, the lending banks, who financed the deal on the strength of the DD report. Reliance is never assumed: it is granted in writing, on terms, and inside the same liability cap. Report §2.4 · Chapter 2

Request list

The buyer's opening list of the documents it wants to see, organised by workstream — the review's shopping list, and the baseline for the gap analysis of what never arrives. Chapter 5

Restrictive covenants

The promises that survive an employee's departure — chiefly the non-compete (not to join or start a rival) and non-solicitation (not to take clients or colleagues on the way out). English law enforces them only so far as reasonably necessary, so the review reads them with polite scepticism. Chapter 9

Risk rating

The label each finding carries — on Sunrise, HIGH, MEDIUM, LOW or CONDITION, defined in the report's Appendix C. A rating is a promise about the response the finding requires, not decoration and not a mood. Report Appendix C · Chapter 12

Run-off cover

Insurance that keeps responding after a policy ends, for claims about things that happened before. Sunrise recommended six years of directors'-and-officers' run-off — standard hygiene when a company changes hands and its old board steps away. Report §11.2 · Chapter 11

S

Sampling

Reading the top contracts in full and a random slice of the rest, then extrapolating — with the method disclosed in the report. If a sampled document breaks the pattern, the assumption is dead and the sample widens. Chapter 5

Scope

The agreed boundary of the review: which workstreams, which jurisdictions, what depth, what is excluded. Agreed with the client at the start — Sunrise's on 8 April 2026 — and policed throughout, because a review without a boundary never ends. Report §2.1 · Chapter 3

Scope creep

The quiet, unagreed expansion of a review beyond its boundary — unbilled, unmanaged and unfair to everyone involved. The cure is not heroism; it is a conversation with the client and a re-agreed scope. Chapter 3

Share certificate / stock transfer form

The mechanics of moving shares in a private company: the stock transfer form effects the transfer, the certificate evidences the holding — and neither matters as much as the register of members, which is where legal title actually lives. Chapter 6

Share deal

Buying the company by buying its shares: everything inside comes along, problems included, and third-party contracts are untouched except where change-of-control clauses bite. The alternative is an asset deal — buying chosen pieces, with all the transferring that entails. Chapter 7

Specific indemnity

An indemnity aimed at one identified problem, with its own cap and its own life. Sunrise's Legacy AML Matter carries one — €8 million, four years — because a known but unquantified risk belongs with the seller, outside the ordinary warranty limitations. Report §5.1 · Chapter 8

Statutory registers

The books a company must keep by law — above all the register of members, which is where legal title to shares actually lives (not the public registry, not the certificate). Title diligence starts and ends here. Report §3.1 · Chapter 6

T

Tax covenant

The SPA's euro-for-euro promise that historic tax liabilities are the seller's problem — on a locked box deal like Sunrise, tax from on or before the locked box date. Sunrise's open Polish VAT enquiry — €120,000 to €310,000 of exposure — exited the review through precisely this door. Report §10.1 · Chapter 11

Termination for convenience

A right to end a contract on notice, for no reason at all. Solaris's cloud hosting provider held one on 30 days' notice — a MEDIUM finding, fixed buyer-side at renewal rather than in the SPA. Report §4.3 · Chapter 7

Threatened claim

A dispute that has been signalled but not yet issued — classically by a letter before action, the formal warning letter that precedes proceedings. The litigation workstream reads correspondence for these as carefully as it reads court records. Report §9 · Chapter 11

Transaction monitoring

A regulated firm's automated surveillance of customer transactions for suspicious patterns. Solaris's broke for nine months in 2024, leaving roughly 3,400 alerts unreviewed — the fact at the heart of the review's defining find, document 7.4.1. Report §5.1 · Chapter 8

Transfer impact assessment

The documented analysis data protection law expects before personal data goes to a country without equivalent protections: can the contractual safeguards actually be honoured there? Part of the paperwork checked alongside the processor contracts. Chapter 10

Transfer pricing

The prices group companies charge each other, which tax law requires to be arm's length and documented — the country-level papers are called local files. Sunrise's Polish VAT enquiry grew out of exactly these intra-group service charges. Report §10.1 · Chapter 11

Transitional services agreement (TSA)

The short-term contract under which a seller keeps providing services — treasury and back-office IT, in Solaris's case — after completion, while the buyer migrates or builds its own. The standard cure when a target has been living on its parent; the Sunrise report recommended one of up to six months (or a pre-completion migration plan in its place). Report §11.3 · Chapter 11

Triage

The first, fast sort of everything entering the data room: match it to the index, skim it, route it to the right workstream. Sunrise re-triaged all 96 documents uploaded or replaced late in the review — nothing that arrives late is allowed to skip the queue. Chapter 4

TUPE

The UK regulations that move employees automatically to the buyer of a business — on an asset deal. A share deal moves nobody anywhere: the employer never changes. Sunrise needed the concept only to explain why it did not apply. Chapter 9

V

Vendor due diligence

Diligence commissioned by the seller on its own business, with the report shared with bidders — common in auctions, where one report beats ten parallel investigations. Sunrise was a bilateral deal and had none: the buyer did its own looking. Chapter 1

W

Waiver

A counterparty's agreement not to exercise a right it holds — the prize of the carefully choreographed joint approach to a customer whose contract has a change-of-control clause. Comfort short of a formal waiver is often what is realistically on offer. Chapter 7

Warranties

The seller's contractual statements that the business is as described — the buyer's remedy for what diligence could not find, never an excuse for not looking. The review and the warranty schedule are designed around each other, and the disclosure letter is where they meet. Chapter 1 · Chapter 12

Workstream

One lane of the review — corporate, contracts, regulatory, employment, IP, data, litigation, tax, property — each with an owner, a data room folder and a section of the report. The index mirrors them; the issue log unites them. Chapter 3