Valuation Language that Lands in the Boardroom: Valuation Recommendation Phrasing Examples for M&A Slides

1) Anchor the decision context and tone

Boardroom valuation language must do one thing above all: enable an informed decision under uncertainty. That means your words need to compress complex analysis into statements that are brief, actionable, and calibrated to risk. In practice, this tone has three pillars: brevity (short sentences that lead with the verb), actionability (a clear board decision or next move is implied), and calibrated confidence (the level of certainty is explicit and tied to conditions). When this trifecta is in place, the board can both understand the recommendation and trace its boundaries—what holds, what flexes, and what would change the decision.

Brevity matters because directors read for signal, not narrative. Actionability matters because time is scarce and the board’s role is to decide, not diagnose. Calibrated confidence matters because valuation is probabilistic: investors accept uncertainty; what they need is a known confidence band and the assumptions that anchor it. Your language should therefore compress the valuation logic into a decision-forward spine, while still carrying the essential risk qualifiers that prevent overstatement.

Cultural tone also matters. UK corporate communications often lean toward hedging and understatement, reflecting a preference for cautious consensus: softer modal verbs, polite conditionals, and indirect phrasing convey prudence and respect for process. US board language more often favors directness and accountability: firmer modals, crisp imperatives, and explicit ownership signal conviction and speed. Neither style is inherently better; both seek alignment with risk appetite and governance norms. The key is to match tone to the audience while keeping the substance identical. A UK-leaning phrasing can carry the same recommendation as a US-leaning one, but with more conditional framing and softer verbs.

Tie modality to decision risk explicitly. Your choice of modal verbs—must, should, will, would, could, may, might—acts as a dial for the board’s perceived risk. The verb you choose should correspond to the strength of evidence, the reversibility of the decision, and the scale of potential downside. Pair each recommendation with a crisp assumption tag—subject to, contingent on, assuming, pending—to show the boundary conditions. This combination gives directors both the headline signal and the conditional spine, so they can test what happens if assumptions shift.

Finally, move from analysis to recommendation by re-sequencing the sentence: lead with the conclusion, anchor it with one metric, and attach the risk tag. When you write this way, you turn valuation data into decision-grade language: the board hears what you recommend, what it relies on, and how to act if conditions change.

2) The modal verb ladder for valuation recommendations

Modal verbs are your precision instruments for expressing confidence, optionality, and conditions. Treat them as a graded ladder. Each rung corresponds to a different level of certainty and implied urgency. Use them deliberately to align tone with evidence and risk tolerance.

• Must: Reserved for obligations or non-negotiables (e.g., legal, covenant, drop-dead dates, make-or-break terms). It signals that inaction carries unacceptable risk. Use sparingly; overuse dilutes credibility.
• Should: Strong recommendation based on current evidence; it implies that benefits outweigh risks given the stated assumptions. It invites approval while acknowledging governance steps.
• Will: Indicates committed future action if the board approves; it conveys operational readiness and accountability. Use when execution is within management’s control.
• Would: Expresses conditional commitment—what management intends to do under specific scenarios. It is valuable when you must show contingency planning without assuming approval.
• Could: Indicates feasible options with meaningful upside or flexibility; it keeps choice open and highlights pathways without pre-committing.
• May: Signals permission or possibility under policy or external approvals; it is useful for procedural dependencies and regulatory gating.
• Might: Lowest confidence; used when evidence is preliminary or when risks dominate. It appropriately cools expectations and preserves credibility.

To keep statements balanced, attach assumption and risk qualifiers that show scope and dependence:

• Subject to: Attach to binding or gating items (financing, regulatory approvals, board consent). It clearly states prerequisites.
• Contingent on: Use for outcome-dependent variables (synergy capture, customer retention, integration milestones) that shift value.
• Assuming: Signals model inputs and base-case parameters (growth rates, churn, synergy realization, WACC). It ties confidence to quantifiable levers.
• Pending: Marks unresolved process steps (confirmatory diligence, third-party reports, fairness opinion) that could change the recommendation timeline or range.

Combine the ladder with qualifiers to express precise confidence. For example, move from “should” to “would” when a key assumption is unproven; move from “could” to “should” when evidence strengthens. Pair each verb with the smallest set of assumptions that truly drive the decision. This discipline ensures the board hears a calibrated recommendation, not a hedged monologue.

3) Targeted, reusable phrasing for five core M&A slide types

The following guidance shows how to localize tone (US-leaning directness vs UK-leaning understatement) without changing substance. For each slide type, focus on a verb-first, decision-forward kernel, an anchor metric, and a risk tag.

a) Valuation range and recommendation

Purpose: Move from a modeled range to an approval-ready price recommendation with conditions.

• Core structure: Lead with the action (“approve,” “proceed,” “cap”), add the anchor metric (EV/EBITDA, per-share value, IRR), and attach the critical assumption tag.
• US-leaning tone: Favor “should” for strong recommendations and “will” for execution steps after approval. Keep sentences crisp; use one anchor metric.
• UK-leaning tone: Favor “would” and “should” with explicit conditions; allow a slightly softer cadence to signal prudence and process respect.

Consistency is vital: present the range, state the preferred point within the range, and specify the boundary at which the recommendation would change. The language should clearly mark the walk-away threshold and the condition under which it could shift.

b) Sensitivity and scenarios

Purpose: Translate valuation volatility into board-level risk tolerance and trigger points for decision changes.

• Core structure: State the driver that moves value, quantify the effect at the edges, and signal what management will do if the driver breaches a threshold.
• US-leaning tone: Use “will” and “would” to pre-commit to actions under scenarios; make trigger levels explicit.
• UK-leaning tone: Use “would” and “could” to show preparedness while acknowledging uncertainty; emphasize the conditionality of responses.

Scenario language should make pivot points explicit: which inputs move the decision from proceed to renegotiate, or from cash to stock mix. Be precise about thresholds rather than vague ranges, and keep one driver per sentence when possible to reduce cognitive load.

c) Synergies and value creation

Purpose: Convert synergy analysis into realizable value with timelines and accountability.

• Core structure: Name the synergy category, state the expected run-rate and timing, and attach a realization risk qualifier (integration capacity, customer churn, labor consultation, IT cutover).
• US-leaning tone: Use “will” for near-certain, within-control initiatives; “should” for high-confidence plans pending execution milestones.
• UK-leaning tone: Use “would” and “should,” with careful attention to dependencies like consultation processes and regulatory undertakings.

Language should separate controllable from non-controllable synergies and make the delivery horizon transparent. Keep the distinction between run-rate and one-off impacts obvious to avoid misinterpretation of valuation uplift.

d) Risks and mitigants

Purpose: Present the material risks that could change value, and the specific mitigants that bound those risks.

• Core structure: Name the risk concisely, quantify exposure where possible, and state the mitigation action with a modal that matches control and confidence.
• US-leaning tone: Use “will” and “should” for committed mitigants; reserve “might” for low-likelihood, high-impact tails, paired with insurance or structure.
• UK-leaning tone: Use “would” and “could” to reflect conditional mitigants; keep balance with measured phrasing that avoids overcommitment.

Risk language should also indicate when a risk changes the decision (approve vs defer) rather than merely changing the integration plan. If the risk is gating, the modal must reflect that (e.g., “must secure,” “subject to clearance”).

e) Process and next steps

Purpose: Convert process maps into board actions and timed commitments.

• Core structure: Identify the next approval point, the dependencies, and the decision required on that date. Tie the timeline to regulatory, financing, and diligence milestones.
• US-leaning tone: Use “will” for internal actions and “should” for board approvals; keep dates and deliverables explicit.
• UK-leaning tone: Use “would” and “should,” with “pending” to reflect external reviews and governance steps.

Process phrasing must make the board’s role unmistakable: approve, defer, or request renegotiation. Avoid process-heavy narrative; instead, highlight the minimal critical path and the board decision gates.

4) The editing checklist for board-ready phrasing

An editing checklist helps you convert technical valuation output into succinct, executive-facing statements. Apply it sentence by sentence.

• Compress to verb-first, decision-forward: Lead with the recommendation verb. Replace descriptive openings with action. If a sentence begins with a clause about the analysis, rewrite it so the action comes first.
• Include one anchor metric: Choose the single most decision-relevant metric (EV/EBITDA, equity value per share, IRR, EPS accretion) and place it close to the verb. If multiple metrics matter, split into separate sentences; one metric per sentence improves clarity.
• Add the risk tag: Use “subject to,” “contingent on,” “assuming,” or “pending” to state conditions explicitly. Keep tags short and prioritized; list only the assumptions that genuinely move the decision.
• Remove jargon: Replace model vocabulary with board vocabulary. Instead of parameter-heavy references, use plain terms that map to value, risk, and control. If a technical term is unavoidable (e.g., WACC), attach a brief plain-language anchor (the cost of capital).
• Confirm alignment with board action: Check that each statement implies a board decision—approve, defer, renegotiate—or an immediate management action upon approval. If not, revise until the decision path is explicit.

A practical way to apply this checklist is to re-punctuate for breath and emphasis: keep sentences short, aim for one idea per line, and avoid nested conditions. If a sentence requires more than one qualifier, consider breaking it into two: one for the recommendation and one for the condition. This physical editing step often surfaces hidden ambiguities and reduces cognitive load.

Finally, review for tone localization. Ask: does the modal verb match audience expectations and our evidence? For US boards, sharpen the verbs and shorten the conditionals. For UK boards, maintain the substance but dial up the conditional framing and procedural respect. The message should be identical; only the social calibration shifts. Close by ensuring the summary page mirrors the body language: the headline recommendation, the anchor metric, and the risk tag must be identical across the deck to avoid mixed signals.

By integrating these elements—decision-forward structure, a calibrated modal ladder, localized tone, and a disciplined editing checklist—you turn valuation analysis into language that lands in the boardroom. Directors can then engage on what matters: whether to approve at the recommended terms, shape the conditional boundaries, or redirect the process. Your role is to make that decision as clear, efficient, and risk-true as possible, using words that carry the weight of the numbers without drowning the board in them.