Private Transaction Counsel
We work with a select number of principals on consequential matters: ownership transfers, capital structure, deal preparation, and the period before price and posture harden. The mandate follows the facts.
The practice is built for live conditions. One matter at a time, when the next move still has consequence.
The work
Most situations arrive with a narrative already in motion. Counterparties are identified. Numbers are circulating. A process has begun. The question is whether the paper holds, and what follows if it does not.
We work at that moment. Before posture hardens, before price is fixed, before the next serious conversation. Capital, structure, risk, and preparation for what follows the data room.
View services →We don't offer packages. Describe what's in front of you. If there's a useful way in, we'll find it.
Some principals keep us close on an ongoing basis. Others come in at a specific moment. Inquiries are reviewed selectively. A short note is enough to start.
Private inquiry →Live situation
An infrastructure operator entered a live process with projected revenue, named counterparties, and a story already in motion. In under 72 hours, the core question became clear from either side of the table: what is real, what is paper, and what changes before the next serious conversation.
Full situation →78% of projected revenue rested on a contract that was never produced. One purported partner agreement was an unsigned template. What followed was a posture change, not just a wording change, before the next room. On the buy side, it changed price and structure. On the sell side, it defined the repair list.
Debuted at DealMAX 2025
BLACK is a pre-LOI diligence protocol developed from live transaction work. It is not a checklist. It is a structured method for surfacing what a data room obscures before price and structure harden.
Available separately at PRELOI.COM. Buyers use it to find what they are not being shown. Sellers use it to find what they have not yet fixed. The output is a posture change, not a report.
James D. Wilson will be at DealMAX in Las Vegas, April 26–29, 2026. Available for a limited number of appointments. Inquire →
Visit PRELOI.COM →The principal
The common thread has not been sector. It has been reframing the problem with enough precision to change the available options.
Founder of SwanLeap, recognized on the Inc. 5000. Earlier work included data systems for McKinsey and emerging-technology R&D at Foxconn.
Today the work is with private equity sponsors and strategic acquirers: the risks not visible from a data room, and the structural, operational, and technical vulnerabilities that persist beyond routine diligence. One matter at a time.
Current practice
