Special Committee Advisory

The option your fee-driven advisors can't recommend.

When a board or special committee is adjudicating whether to recapitalize, sell, restructure, or wind down, every incumbent advisor in the room has a fee incentive to prefer one outcome. toog produces the one document with no stake in which path you choose — including the option a transaction-fee advisor is structurally unable to recommend. Flat fee, fully disclosed, zero success component.

Every advisor in the room is paid to prefer an outcome. We aren't structured to be one of them.

Fairness opinions, sell-side banks, and incumbent counsel are all compensated in ways that point toward a deal closing, or at minimum toward motion. Wind-down, walk-away, and "do nothing" are rarely modeled as fee-generating outcomes for anyone else in the room — so they're rarely the recommendation you get, whatever the actual merits.

Fairness-Opinion Conflicts

A fairness opinion is commissioned and paid for by the same parties incentivized to see a transaction close. Its independence is a legal formality, not a financial one.

The Wind-Down Blind Spot

Most advisors in the room have no fee model that rewards recommending wind-down or walk-away, so those options rarely reach the table, whether or not they're the right call.

Fiduciary & Regulatory Exposure

Directors carry personal exposure for a process that can't show its work. A pre-committed, evidence-graded verdict is the record that protects the committee, not just the decision.

The Decision Window

Activist pressure, financing covenants, or a scheduled board vote compress the runway to decide. We're built to return a bounded verdict inside that window, not an open-ended engagement.

Truth-biased by design.

Most advisors are paid to confirm what you already believe. We're built to expose what you don't want to see. The verdict exists to surface what's actually true, not what's comfortable, convenient, or flattering to your hypothesis. If your assumptions are wrong, we'll tell you outright, then show you why.

Findings are graded on evidence quality. Conclusions survive a rigorous Murder Board before delivery. And if the honest answer is “walk away,” that's what you'll read on page one: you'll know if your thesis fails scrutiny before wasting another dollar on it.

This is not for everyone. It's for principals who'd rather know now than pay later.

0.1%

Of decision-makers actually want the truth over validation.That's who we serve.

0

Outcomes we have a fee incentive to prefer.Wind-down and walk-away stay on the table.

A verdict that doesn't flatter.

Most advisors exist to validate decisions already made. We exist to pressure-test them before they cost you.

Generic Advisory
  • “Actionable insights”
  • “Strategic recommendations”
  • “Comprehensive analysis”
  • Ad-hoc methodology
  • Single-path analysis
  • “Trust our judgment”
  • Bury the conclusion on page 20
  • Calendar dependencies & consultant theater
  • Fee tied to the deal closing or the engagement renewing
  • The truth, even when it's uncomfortable.
  • Pre-committed conclusions that can't be swayed.
  • No flattering omissions. No buried findings.
  • 5-framework operating system. Documented. Repeatable.
  • Parallel-depth synthesis across competing hypotheses.
  • Inversion Test: We state what would have to be true for us to be wrong.
  • Answer on page one. Evidence after.
  • Async-first rigor. Documented depth over charisma.
  • Flat fee, fully disclosed. Zero success component, ever.

Five frameworks. One standard.

Every engagement runs through the toog Intelligence Operating System: a documented methodology combining parallel-depth synthesis, evidence verification, and pre-committed reasoning.

01 Filtration Engine

Guilty until proven innocent. We validate scope, assess truth-readiness, and filter out engagements where the client wants validation rather than reality.

02 Deep Think Protocol

Parallel-depth synthesis across competing hypotheses. We develop multiple paths to full depth before selecting one, preventing premature convergence on comfortable answers.

03 Validation Architecture

Evidence grading on authority, recency, and corroboration. Every significant finding faces a Murder Board; an explicit attempt to destroy the conclusion before delivery.

04 Decision-Hygiene Protocol

Pre-committed reasoning locked before we know your preference. Integrity constraints that survive client pressure. The uncomfortable truth mandate.

05 Minto Delivery

Delivery is structured answer-first, so the conclusion lands before the supporting logic. The evidence, reasoning, and implications are sequenced for fast executive reading and cleaner decisions.

A decision-architecture firm, not an advisor with a stake in the outcome.

Every other category in the room is paid in a way that points somewhere. We aren't, and the engagement letter says so.

Not an Investment Bank

We don't raise capital, run sale processes, or earn a fee when a deal closes.

Not a Management Consultancy

We don't implement, operationalize, or staff your team. The verdict is the deliverable.

Not a Fairness-Opinion Provider

We don't opine on whether a price is fair. We adjudicate whether the deal is worth doing at all.

A Decision-Architecture Firm

We produce the one document in the room with no fee incentive to prefer one path over another, including the option of doing nothing.

One track, scoped to your decision.

Every engagement runs the same five-framework standard. Scope and fee follow the size of the decision in front of you — not a fixed price-tier ladder.

BOARD-LEVEL
Board-Level Decision Architecture
Custom
Scope & fee set by engagement
For

Boards and special committees adjudicating existential capital-allocation decisions where every incumbent advisor has a fee incentive to prefer one path.

Deliverable
Competing verdict across every viable path, wind-down included Flat fee, fully disclosed, zero success component Pre-committed stop rules, written before the verdict Murder Board-tested before delivery; async Q&A included

Running a deal-stage screen instead? See the Independent Sponsor or Self-Funded Searcher track.

Add-Ons

Rush Delivery

Compress the standard engagement timeline by 50%

+50%
Executive Briefing Package

Slide deck + video walkthrough + one round of async Q&A

+$750–$1,500
Monthly Retainer

Ongoing intelligence support across an active pipeline (8–20 hrs/month)

Custom Pricing

This is not for everyone.

Most organizations say they want “integrity” and “good decisions,” but are actually buying speed, validation, and cover. We serve the principals who mean it: people who carry the decision, not just the meeting where it gets discussed.

toog is not for you if:
  • You want validation disguised as research
  • You can't act on an uncomfortable finding
  • You need a long document to justify a decision already made
  • You're looking for cover, not a verdict
  • You want us to tell you what you want to hear
toog is for you if:
  • You've walked away from a deal or a path based on negative findings before, and can name it, the cost, and why it was the right call
  • You ask “what could go wrong?” before “what could go right?”
  • You prefer a clear “no” to a vague “maybe”
  • You're prepared to act on the answer, including walk away
  • You understand that comfortable findings are the expensive ones

Ready for an independent verdict?

Tell us what you're deciding. We'll respond within 24 hours with scope and terms — or tell you if we're not the right fit.

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If your problem isn't a decision, it's a pipeline.

Revenue Intelligence is a separate, partner-facing surface for agencies and fractional firms selling into visible commercial problems: pre-outreach account intelligence, gap snapshots, wound diagnosis, and buyer profiling, so your team can sell a diagnostic instead of a demo.