@rubytech/create-sitedesk-code 0.1.387 → 0.1.389

package/payload/premium-plugins/venture-studio/skills/investor-data-room/references/strategy-frameworks.md

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-# Strategy Frameworks — SWOT, PESTLE, Porter's Five Forces, Ansoff
-
-Four classic strategy lenses in one file, each a structured way to reason about the market and the company's position. They feed the business plan's market and strategy sections (business-plan §4 "The Market", §7 "Go-to-Market", §8 "Competition") and the prospectus narrative. Output lands in `08-market/` working notes. Apply `internal-workings-scrub.md` before anything reaches a public document.
-
-## When to use which
-- **SWOT** — a fast internal/external snapshot before a strategy discussion. Weakest of the four on its own; strongest as a summary after the others.
-- **PESTLE** — when the macro environment (regulation, technology shifts, economics) materially shapes the opportunity. Essential where a regulatory tailwind is part of the thesis.
-- **Porter's Five Forces** — when the question is industry attractiveness and where structural profit pools sit.
-- **Ansoff** — when the question is growth direction: which product/market expansion to pursue next.
-
-Pick the lens that answers the live question; don't run all four for completeness.
-
-## Citation discipline (binding)
-Each lens pulls in external facts — market growth, regulatory change, supplier concentration, competitor moves, market sizes for adjacencies. Every such fact is a **sourced claim**, routed through the `research-assistant` specialist with `deep-research`. Mark unsourced inputs `source pending — route to research-assistant`. A PESTLE bullet asserting a regulation that doesn't exist, or a Five Forces claim about supplier power with no evidence, is worse than no analysis.
-
-## SWOT
-Four quadrants. **Strengths / Weaknesses** are internal and present; **Opportunities / Threats** are external and forward. Discipline: each entry must be specific and, if external, sourced. "Strong team" is filler; "founder shipped the same substrate at prior company" is a strength. Use SWOT to *summarise* after deeper analysis, then derive 2–3 strategic moves from the interactions (e.g. Strength × Opportunity).
-
-## PESTLE
-Six external factors: **Political, Economic, Social, Technological, Legal, Environmental.** For each, state the factor, whether it's a tailwind or headwind, and the sourced evidence. Most factors won't move the business — name the two or three that do and why. The Legal factor connects to the data room's compliance section (business-plan §10) and, for legal artefacts, to the `legal-essentials` skill.
-
-## Porter's Five Forces
-Rate each force (low/medium/high) **with the reason and evidence**:
-- **Competitive rivalry** — how many, how fierce, on what basis.
-- **Threat of new entrants** — how high are the barriers (capital, regulation, data, network effects)?
-- **Supplier power** — concentration and switching cost of your key inputs (including the foundation-model provider).
-- **Buyer power** — concentration and switching cost of your customers.
-- **Threat of substitutes** — including the status quo / doing nothing.
-The output is a view of where profit pools are defensible and which force you must actively manage.
-
-## Ansoff Matrix
-Two axes — existing/new product × existing/new market — give four growth strategies:
-- **Market penetration** (existing product, existing market) — lowest risk.
-- **Market development** (existing product, new market) — the domestic-adjacency / international-upside moves.
-- **Product development** (new product, existing market) — the upsell path.
-- **Diversification** (new product, new market) — highest risk, rarely the seed-stage move.
-Use it to sequence expansion: name which quadrant the next 12 months target and why, tying to the monetization expansion engine (`monetization-strategy.md`) and SOM trajectory (the sibling `zero-to-prototype/references/market-sizing.md`).
-
-## Output
-`08-market/` working notes → business-plan §4/§7/§8 and prospectus. Each lens: the structured analysis, sourced external inputs, and the 2–3 strategic implications drawn from it (a framework with no "so what" is wasted).
-
-## Common failures
-- Running all four for completeness instead of the one that answers the question.
-- Generic bullets ("strong brand") with no specificity or source.
-- Stopping at the grid without deriving strategic moves.
-- Asserting macro/regulatory facts (PESTLE, Five Forces) without citation.

package/payload/premium-plugins/venture-studio/skills/investor-data-room/references/termsheet-template.md

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-# Term sheet template
-
-A4-portrait, 6-to-8-page formal term sheet, same render pipeline as the business plan (Playwright + img2pdf + qpdf). Lives at `html/prospectus/term_sheet.html`. The reference project produces a 7-page artefact: cover + 5 content pages + signatures.
-
-## Page-by-page structure
-
-| # | Page | Contents |
-|---|---|---|
-| 1 | Cover + preamble | Issuer (full Companies-House-filed legal name), document title, "Non-binding — confidentiality and exclusivity bind", preamble (round purpose, recipient self-cert reminder), introductory parties table (Issuer, Founders list, Investors, round size, minimum cheque, minimum aggregate, target first close) |
-| 2 | Share economics & use of proceeds | Instrument (ordinary £0.001 or £0.01 nominal, ranking *pari passu*), pre-money / post-money / dilution, issue price (computed from pre-money ÷ pre-investment shares), Round Share count, use of proceeds split, long-stop date, funds-expected timing |
-| 3 | Cap table on closing | Holder / Role / Shares / % table; founders subtotal; Round Shares row; total = 100% / 625,000 |
-| 4 | Governance & shareholder protections | Board composition (director-designate per IN01), information rights (≥5% threshold), pre-emption, drag-along / tag-along, share-transfer good-leaver / bad-leaver, SEIS/EIS posture, confidentiality (binding), exclusivity (binding) |
-| 5 | Closing terms | Governing law (English), expenses (each party bears own), founder IP assignment (deed at first close, no licence-back, no royalty), conditions to closing, long-form documentation timeline |
-| 6 | Signatures | Company block (director-designate per IN01) + Investor block (name / entity / commitment / signature line) |
-| 7 | **Appendix A — High Net Worth Individual Investor Statement** | FSMA 2000 (Financial Promotion) Order 2005 / FCA COBS 4 Annex 2 statement, verbatim. Income £170,000 / net assets £430,000 thresholds (post-31 Jan 2024 reverted thresholds). Checkboxes, declaration callout, signature lines. |
-| 8 | **Appendix B — Self-Certified Sophisticated Investor Statement** | FSMA 2000 (Financial Promotion) Order 2005 / FCA COBS 4 Annex 4 statement, verbatim. Conditions A (PE / SME finance professional past 2yr), B (director of company with £1.6m+ turnover past 2yr), C (business-angel network member 6m+). Checkboxes, declaration callout, signature lines. |
-| 9 | Backpage | Contact card (2×2 founder grid: role / name / email / phone) + confidentiality reminder + companies-house identifier |
-
-## Cap table reconciliation
-
-The cap table on closing **must reconcile against the IN01 + the Round 1 dilution model exactly**. The pattern from the reference project:
-
-| Step | Source |
-|---|---|
-| Pre-investment shares (e.g. 500,000) | IN01 statement of capital |
-| Per-founder pre-investment % | IN01 cap table |
-| Dilution % | (Round size / post-money) = 350 / 1,750 = 20% in the reference project |
-| Post-investment % per founder | Pre-investment % × (1 − dilution%) |
-| Post-investment shares per founder | Pre-investment shares × (1 − dilution%) — note this only works if all founders dilute pro rata |
-| Round Shares | New investor's post-investment % × total post-investment shares |
-| Total post-closing shares | Pre-investment shares ÷ (1 − dilution%) |
-
-Reference project numbers (pre 500k, dilution 20%):
-- Joel 24.90% / 124,500 → 19.92% / 124,500 (no change in shares; dilution is via issuance of new shares)
-- Adam 24.90% / 124,500 → 19.92% / 124,500
-- Alex 20.00% / 100,000 → 16.00% / 100,000
-- Jamie 15.16% / 75,813 → 12.13% / 75,813
-- BackleyBlack 8.75% / 43,749 → 7.00% / 43,749
-- Stewart Smalley 6.29% / 31,438 → 5.03% / 31,438
-- Founders subtotal 500,000 / 80.00%
-- New investors (Round 1) 125,000 / 20.00%
-- Total post-closing 625,000 / 100.00%
-
-Issue price = pre-money / pre-investment shares = £1,400,000 / 500,000 = **£2.80 per Round Share** (£0.001 nominal + £2.799 share premium in the reference project where nominal was £0.001; or £0.01 nominal + £2.79 premium if the term sheet sets nominal at £0.01).
-
-## Doctrine
-
-- **Issuer name is the IN01-filed legal entity.** Stale term sheets that reference a marketing or trading entity instead of the filed company are defects. The Companies House number on every page header should match the IN01.
-- **Founder list reads exactly as the cap table.** Six holders on the cap table = six in the founder list. No phantom founders. Strategic shareholders (e.g. an investing LLP) ride in by entity name, not by their constituent individuals.
-- **Sole director on IN01 is the director-designate on the term sheet's signature page.** A term sheet that names two directors when IN01 named one needs reconciling before issue.
-- **SEIS/EIS posture is post-funding obligation, never closing contingency.** Never assured prior to distribution; no representation as to qualifying status. Forms no part of consideration.
-- **Confidentiality + exclusivity bind; everything else is non-binding** until subscription & shareholders' agreement.
-
-## FCA self-certification appendices — sourcing the verbatim wording
-
-Both appendices reproduce the FCA template **word-for-word**. Never paraphrase regulatory text. The FCA Handbook pages (COBS 4 Annex 2 / Annex 4) are JavaScript-rendered and not directly fetchable; the most reliable verbatim source is the **UK Business Angels Association** templated PDFs, updated whenever HM Treasury or the FCA change the thresholds:
-
-- High Net Worth: <https://ukbaa.org.uk/wp-content/uploads/2024/02/HighNetWorthStatement.pdf>
-- Sophisticated: <https://ukbaa.org.uk/wp-content/uploads/2024/02/SelfCertifiedStatement.pdf>
-
-These are the **Feb 2024 versions**, reflecting the thresholds in force after HM Treasury reverted the January-2024 increases. Current thresholds:
-
-| Statement | Condition | Threshold |
-|---|---|---|
-| HNW | A — income | £170,000 in last financial year (excludes one-off pension withdrawals) |
-| HNW | B — net assets | £430,000 (excludes primary residence, loan secured on it, equity released from it, pension, insurance rights) |
-| Sophisticated | A — PE / SME finance professional | last two years |
-| Sophisticated | B — director of company | annual turnover ≥ £1.6 million, last two years |
-| Sophisticated | C — business-angel network | member ≥ 6 months, still a member |
-
-**Re-fetch before issue.** Thresholds change. The Feb 2024 templates were issued after HM Treasury reverted a Jan 2024 increase to £170k income / £430k net assets / £1.6m turnover (the original 2023 thresholds were £100k / £250k / £1m). The pattern: if it changes again, UKBAA reissues; re-fetch their PDF and re-render the appendix.
-
-Render the appendices in the **same A4 stylesheet as the term sheet** but with a `.page--appendix` class that tightens `h2` (22pt instead of 26pt), `.form-question` margins (2.5mm instead of 4mm), and `.form-declaration` padding (3mm instead of 4mm). Without these overrides, the Sophisticated page (3 questions + 4 declarations + signature) overflows A4.
-
-## Render
-
-Same `render-pdf.mjs` pattern as the business plan; viewport 794×1123 (A4 portrait at 96 dpi), deviceScaleFactor 3.125 (300 dpi PNG), `img2pdf --pagesize 210mmx297mm`, `qpdf --linearize`. Output: `html/prospectus/term_sheet.pdf`.
-
-## Common defects to avoid
-
-| Defect | Fix |
-|---|---|
-| Issuer name mismatch (marketing vs filed) | Use the IN01 legal name verbatim on every page header |
-| Founder list includes individuals also represented by an LLP holding | Use the LLP holding only; do not double-count |
-| Issue price stated without showing the calculation | `£2.80 = £1.4m ÷ 500,000 pre-shares` in the issue-price row |
-| Cap-table % rounding doesn't sum to 100% | Compute % as `shares / total` and verify the sum; never hand-enter % rows |
-| SEIS/EIS implied as confirmed | "Pursuing SEIS/EIS Advance Assurance from HMRC is a post-funding obligation … not a closing contingency … no representation as to qualifying status" |
-| Director-designate doesn't match IN01 | Read the IN01 PDF; the proposed director on IN01 is the director-designate |