Precision English for Board-Ready Technical Diligence Reports: Mitigants, Recommendations, and Deal Impact Phrasing

Step 1 — Orient: Roles, Placement, and Defensibility Norms

In a board‑ready technical diligence report, three sections guide decision makers from risk to action: mitigants, recommendations, and deal impact. Each plays a distinct role, yet they must interlock so the board can see the path from what was found to what must be done and how the issue affects valuation, timeline, or post‑close plans.

• Mitigants explain what already reduces the identified risk. They answer: “What is in place, or what is underway, that lowers likelihood or severity?” In board‑ready documents, mitigants appear directly under each risk finding or grouped in a dedicated “Mitigations” subsection immediately after the finding. Their tone is factual, evidence‑based, and time‑stamped (e.g., “as of Q3 FY2025”). Mitigants do not prescribe new actions; they document conditions, controls, commitments, and trajectories that reduce exposure.

• Recommendations specify buyer‑relevant actions that further reduce the risk or secure value. They answer: “What should the buyer do pre‑close, at close, or post‑close?” These appear after mitigants, because the board first needs clarity on what has been or is being done before agreeing to additional measures. Recommendations must be precise, scoped, and linked to ownership (e.g., “Buyer IT,” “Integration PMO,” “Target engineering”), so they are operationally credible and auditable.

• Deal impact translates the risk and the expected effect of mitigants/recommendations into the language of the transaction. It answers: “So what for valuation, SPA protections, close timing, or integration?” Deal impact statements frequently reside in a summary table (e.g., a heatmap), an executive summary, and at the end of each risk section. They are concise and decision‑oriented, often using red‑amber‑green (RAG) or an equivalent scale to express residual risk after mitigants and assuming recommendations are or are not executed.

These parts must interrelate cleanly: the risk finding sets the baseline, mitigants lower the baseline, recommendations close the remaining gap under buyer control, and deal impact expresses the post‑mitigation residual risk and its implications for price, terms, or timing. When written well, the chain makes it easy for board members to map risk to action and action to economics.

Language discipline is critical. Boards rely on wording that is precise, defensible, and consistent. Use these controls:

• Preferred tense/voice: Use present simple for facts (“System backups are encrypted”), present perfect for completed work with present relevance (“The vendor has implemented MFA”), and near‑future for committed plans with dates (“The target will deprecate legacy endpoints by 30 November”). Prefer active voice to make ownership explicit (“Buyer will implement,” “Target engineering has deployed”), and reserve passive voice for neutral observations that do not require attribution.

• Regional spelling: Choose a regional standard (e.g., UK English: programme, prioritise; US English: program, prioritize) and apply it consistently across the report. Diligence reports are often read by mixed audiences; set the convention in the style guide and stick to it.

• Defensibility cues: Use time‑stamps (“as of 12 Sep 2025”), scope qualifiers (“in production environments”), and evidence markers (“per SOC 2 Type II report, 2025”) to anchor statements. Avoid vague intensifiers (“very,” “highly”) and substitute measurable or bounded language (“observed downtime < 0.1% over the last 12 months per CloudWatch metrics”). Where certainty is limited, state confidence explicitly (“We have moderate confidence based on interviews and two artefacts; code review pending”).

• Concision and auditability: Keep sentences short, each with one claim. Tie claims to sources (documents, interviews, data extracts, third‑party attestations). Where opinions are necessary, flag them as expert judgement and explain the basis (“Expert assessment based on benchmark with three comparable scale‑ups and review of backlog burn rate”).

A board‑ready tone is calm, non‑alarmist, and exact. It avoids speculative language unless bounded by assumptions and clearly signposted. Each statement should either describe a fact, a mitigation, an action, or a quantified/qualified impact.

Step 2 — Build the Chain: From Risk to Mitigant, Recommendation, and Deal Impact

To construct a board‑ready chain, you move in disciplined steps that progressively reduce uncertainty and increase decision utility. The target is consistency across the document so a director can scan any risk and immediately understand what exists, what is proposed, and what it means for the deal.

• Start with the risk finding: Frame the risk in one sentence that names the asset/process, the exposure, and the plausible consequence. Use a bounded scope and time frame. Tag the risk using the organisation’s RAG or heatmap scheme, clarifying whether the colour reflects current state or residual state after mitigants.

• Add mitigants: State what currently reduces likelihood or impact. Distinguish between “in place,” “underway,” and “committed” mitigants, and attach evidence and dates. Where mitigants are contingent (e.g., depend on third‑party delivery), mark the dependency. Do not mix mitigants with new actions; keep the focus on existing or already‑approved measures.

• Translate to recommendations: Propose buyer‑actionable steps that are proportionate to the residual exposure. Each recommendation should specify the owner, the time horizon (pre‑close, at close, post‑close with timeframe), the scope, and the success measure. Where multiple options exist, prefer the minimum viable action that achieves meaningful risk reduction, noting alternatives only when they materially change cost or impact.

• Quantify/qualify deal impact: Express how the residual risk—and the adoption or non‑adoption of recommendations—affects the transaction. Use clear categories tied to board levers: valuation adjustment, SPA protection (warranties, indemnities, escrows), closing conditions, integration complexity, or Day‑1 continuity. Use RAG to show the residual state with and without recommendations, and, where possible, provide simple ranges (cost to remediate, time to remediate, potential revenue at risk). Where quantification is not reliable, state the confidence level and the reason for qualification.

• Use caveats and evidence markers: Every step should make clear what is known, what is assumed, and what remains uncertain. Insert phrases that flag scope (“sampled 20% of repos”), timing (“data as of Q2”), and dependencies (“assumes vendor renewal at current SLAs”). The aim is to be transparent about the grounds of judgement so the board can weigh the residual risk appropriately.

Consistency across risks is as important as substance. The same RAG logic, confidence language, and structure should apply throughout, so no single issue is over‑ or under‑weighted due to stylistic variation.

Step 3 — Language Toolbox: Reusable Phrase Banks for Mitigants and Recommendations

A phrase bank speeds writing and improves defensibility. The following micro‑phrases are designed for M&A technical diligence and can be adapted to the specific context while preserving clarity and auditability.

• Mitigants — Evidence and status:

  • “The target has [control/measure] in place as of [date], evidenced by [document/log/ticket].”
  • “[Process] is implemented across [scope], with exceptions limited to [areas], per [report/interview].”
  • “[Vendor/third party] provides [service/coverage] under [SLA/certification] valid through [date].”
  • “A remediation plan is approved and funded, with milestones due [dates]; [component] is already completed.”
  • “Monitoring/alerting is active for [risk vector], with [x] months of stable metrics.”
  • “Controls align with [standard/framework] at [maturity level], based on [assessment].”

• Mitigants — Assumptions and limitations:

  • “Coverage excludes [legacy/system/region], which remains in scope for remediation.”
  • “Effectiveness is contingent on [dependency], currently tracked under [ticket/contract clause].”
  • “Evidence is limited to [artefacts/interviews]; code/configuration review is pending.”
  • “Sampling was constrained to [percentage/time window]; full population testing is not complete.”

• Mitigants — Confidence and caveats:

  • “We have high confidence given [triangulated sources/time series consistency].”
  • “We have moderate confidence; [single-source evidence/limited access] reduces certainty.”
  • “We have low confidence pending [penetration test/results/vendor attestation].”

• Recommendations — Actionable, owner‑tagged steps:

  • “Buyer [team] to [action] by [date/Day‑1/first 90 days], covering [scope], to reduce [risk] to [target state].”
  • “At close, include [control/obligation] in the integration plan, with success measured by [metric].”
  • “Pre‑close, request [artefact/test] to validate [claim]; proceed if results meet [threshold].”
  • “Post‑close (0–90 days), migrate [asset/process] to [platform/policy] to standardise [control].”
  • “Secure [SPA protection] for [risk], sized at [amount/%], expiring [timeline], to cover remediation uncertainty.”

• Recommendations — Assumptions and alternatives:

  • “Assumes [resource/budget] is available; if not, prioritise [subset] to achieve [partial risk reduction].”
  • “If [dependency] is delayed, adopt interim control [measure] until [date/event].”
  • “Alternative: [Option A] reduces time by [x] weeks at [cost] but leaves [residual risk].”

• Recommendations — Confidence and monitoring:

  • “We have high confidence that [action] will reduce [metric] to [target], based on [benchmark/evidence].”
  • “Monitor via [dashboard/KPI] weekly for [period]; escalate if variance > [threshold].”

• Deal impact — RAG and board levers:

  • “Residual risk is [R/A/G] assuming [recommendations] are implemented by [timeline]; remains [R/A] if not.”
  • “Valuation impact: [cost‑to‑remediate range/EBITDA risk], confidence [level], pending [validation].”
  • “SPA: seek [warranty/indemnity/escrow] covering [scope] for [duration], priced at [amount/%].”
  • “Close timing: [no impact/minor impact of x weeks] contingent on [dependency].”
  • “Integration complexity: [low/medium/high], driven by [key driver].”

These micro‑phrases anchor claims in evidence, clarify boundaries, and express the buyer’s choices in a standardised way. They are short enough to repeat across findings without reader fatigue and flexible enough to adapt to varied risks.

Step 4 — Practice and Quality Checks: Write‑Then‑Check and Scoring Rubric

A short write‑then‑check cycle improves consistency and defensibility. After drafting each risk section, use a checklist and rubric to self‑audit before peer review. The goal is to converge on a board‑ready tone that is concise, precise, and auditable.

• Style and structure checklist:

  • Is the risk finding one sentence, scoped, time‑stamped, and free of vague terms?
  • Are mitigants strictly current or committed measures, with evidence and dates, not mixed with new actions?
  • Do recommendations specify owner, timing, scope, and success metrics, and are they proportionate to residual risk?
  • Is deal impact stated in board terms (valuation, SPA, timing, integration), with RAG clarity and assumptions?
  • Are all claims supported by artefacts, interviews, data, or recognised standards? Are sources named?
  • Are assumptions, limitations, and dependencies explicitly flagged?
  • Is regional spelling consistent? Is tense/voice controlled and mostly active?
  • Are confidence levels stated where evidence is limited? Are caveats succinct and visible?

• Defensibility and auditability checks:

  • Time‑stamp every key statement that could change (“as of [date]”).
  • Use measurable thresholds and ranges wherever possible (cost to remediate, time to fix, coverage percentages).
  • Avoid normative adjectives (e.g., “robust,” “best‑in‑class”) unless tied to a standard or benchmark.
  • Separate observation from judgement; make value judgements traceable to criteria.
  • Use consistent RAG logic across sections; document the RAG criteria in an appendix if needed.

• Board‑ready tone and alignment:

  • Is the narrative calm, clear, and solution‑oriented?
  • Are recommendations actionable within buyer control and integrated with transaction levers (SPA, integration plan)?
  • Does the deal impact section help directors make a decision without reading underlying detail?

• Scoring rubric (self‑assessment per risk item, 1–5 scale):

  • Clarity (1 = ambiguous, 5 = crisp one‑sentence risk and clean structure)
  • Evidence (1 = weak or missing, 5 = triangulated with artefacts and data)
  • Actionability (1 = vague, 5 = owner‑tagged, timed, measurable)
  • Defensibility (1 = speculative, 5 = well‑caveated with confidence and assumptions)
  • Board relevance (1 = technical without deal link, 5 = explicit valuation/SPA/timing implications)

Use the rubric to identify weak points systematically. For instance, if evidence scores 2, plan specific validations (e.g., obtain system logs, third‑party attestations) before finalising the report. If board relevance scores 3, strengthen the deal impact phrasing and connect to valuation or SPA protections.

Finally, ensure alignment across the document. The same asset naming, control taxonomy, and RAG criteria should carry through all risks. Repeat micro‑phrases for consistency, but tailor them with precise details to avoid generic statements. Keep the executive audience in mind: each paragraph must earn its place by increasing decision readiness. The payoff is a report that not only identifies and explains technical risks, but also maps a credible path to mitigation, buyer action, and transaction‑level outcomes in language the board can trust and act upon.