Two quotes are in on a diagnostics company. One is cheaper with a lower limit; one meets the ask with an extra exclusion. Everyone wants to pick. Nobody has cleared conflicts.
A broker placing transaction cover often has relationships on more than one side of a deal. Conflict clearance is not paperwork; selecting a quote before it is done is outside policy. On Project Harbor (illustrative) — a $150 million life-sciences target asking $15 million over $750,000 — a placement control blocks the stage until it is. Every name and figure is fictional.
| Actors | Deal broker ($15M authority), practice leader, compliance |
|---|---|
| Deal | Project Harbor Illustrative — life sciences, EV $150M |
| Known issues | FDA Form 483 observations at the Durham facility; an inter partes review challenging the lead assay patent |
| Data room | SPA, schedules, legal DD — no financial or tax diligence |
| Control | CONFLICTS_NOT_CLEARED — block |
| Prepared decisions | Ask for two missing reports; select Meridian’s quote; practice leader sign-off |
| Outcome | No quote is selected until conflicts are cleared; the recommendation waits, ready |
Block, refer, warn
Placement controls are rules in the Rules Studio. Each has an effect: a block holds the stage machine until resolved, a refer sends it to a practice leader for sign-off, a warn is shown and recorded. The supervisor agent runs them on every Analyze and writes the hits to the decision record.
or bind"] --> C["Placement controls
evaluated on the deal"] C --> B{"Effect"} B -->|block| BL["Stage held:
blockers listed"] B -->|refer| RF["Sign-off brief for
a practice leader"] B -->|warn| WN["Shown and recorded"] BL --> DR[("Decision record")] RF --> DR WN --> DR style BL fill:#fdecec,stroke:#e57373 style RF fill:#fef3c7,stroke:#b45309
Step by step
Three of six: financial diligence (or a QoE) and tax diligence are missing. The request is prepared, rules only — there is nothing for a model to add to a missing document.
Schedule 3.19 discloses the Form 483 observations; legal DD rates the inter partes review high and ties it to §3.17.
Financial, tax, cyber, employment and environmental reps have no diligence.
Meridian: $15M over $750K for $520K, excluding the Form 483 and the inter partes review. Granite Ridge: $10M for $410K, excluding only the Form 483. The engine picks the lowest-cost quote that meets the limit asked; the agent recommends Meridian and says to negotiate out the IPR exclusion.
CONFLICTS_NOT_CLEARED: quotes received, conflicts not cleared. The agent prepares the practice leader’s brief and recommends review, not approval.
The deal team clears conflicts from the deal rail. The next Analyze finds no block.
Accepts the quote agent’s recommendation. The deal moves to UW call.
What the screens show
The control, as the Studio shows it
# placement_control · CONFLICTS_NOT_CLEARED · severity critical when conflicts_cleared is false and quotes_received > 0 then block "Conflicts aren't cleared on this deal: clear them before a quote is selected or bound."
The rule as it reads in the Rules Studio. A practice leader can edit, test it against a real deal and publish a new version.
Who talks to whom
| Agent | What it prepared | What it cites | Who decides |
|---|---|---|---|
| Data room | Ask for financial and tax diligence | Playbook checklist | Broker |
| Quote | Select Meridian; negotiate out the IPR exclusion | Comparison engine | Broker |
| Supervisor | Sign-off brief: conflicts not cleared | CONFLICTS_NOT_CLEARED | Practice leader |
On the deal desk
The recommendation is ready the moment conflicts clear; nobody redoes the comparison.
For IT and architecture
Controls read a context the deal builds (conflicts, quotes, retention as a share of EV, authority); adding a field is a vocabulary change, not a code path.
For practice leaders
A control that blocks cannot be talked around in an email. It is lifted by fixing the cause, on the record.
Questions we get asked
Can a practice leader override a block?
A block is resolved by clearing its cause. Refer-level controls are what a practice leader signs off.
Keep reading
A payments deal at the underwriting call
A card data incident, a tax line beside the R&W, and a retention outside the usual band.
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