Discovery, Negotiation, Execution and Settlement Are Different Stages

Seeing an asset listing does not mean that a transaction has been agreed. Agreeing commercial terms does not mean that binding documents have been signed. Signing does not mean that payment, transfer, registration or delivery has been completed.

These are different stages, with different evidence, decisions, risks and service providers.

Key point: Discovery helps parties find a possible opportunity. Negotiation explores whether acceptable terms can be agreed. Execution creates or signs the transaction documents and instructions. Settlement completes the required exchange, payment, transfer or delivery. Progress at one stage does not guarantee completion of the next.

Preparation comes before the four transaction stages

Before an asset is presented to another party, its owner or authorised representative should first understand what is being presented.

Preparation may include:

• identifying the asset or right;
• organising the governing documents and amendments;
• recording parties, amounts, dates and performance history;
• checking ownership, authority and transfer restrictions;
• identifying missing evidence and open disputes;
• deciding what may be disclosed;
• preparing an Asset Passport or other review package; and
• obtaining legal, financial, tax, accounting, compliance or valuation input where needed.

DaDepo's strongest current role begins here: turning scattered material into a structured package that can support later discovery and review.

Preparation does not make an asset legally valid, transferable, sellable or suitable for any particular counterparty. It gives the next reviewer a clearer basis for deciding whether to continue.

The transaction-stage map

The exact meaning of each output depends on the asset, jurisdiction, documents and transaction structure.

1. Discovery

Discovery is the stage at which a seller, buyer, lender, investor, adviser or servicer becomes aware of a possible opportunity.

It can occur through:

• a public or controlled asset listing;
• an Offerboard or marketplace-style view;
• a buyer mandate;
• a direct introduction;
• a portfolio search;
• an adviser or broker;
• an internal asset inventory; or
• a request for financing or servicing.

The purpose is to establish enough initial relevance for a party to decide whether it wants to learn more.

What discovery information may contain

An initial presentation may include:

• the asset type and jurisdiction;
• a high-level description;
• indicative size, amount or currency;
• maturity or age information;
• broad status and document completeness;
• an anonymised counterparty profile;
• the type of transaction or assistance sought; and
• the process for requesting controlled access.

Public discovery information should normally be more limited than the information shared during due diligence.

What discovery does not mean

A listing, search result or match does not mean that:

• the listed person owns the asset;
• the right is legally valid or enforceable;
• the information has been independently verified;
• the amount equals value or expected recovery;
• the asset is transferable;
• the opportunity is suitable for the viewer;
• the seller has accepted an offer; or
• DaDepo guarantees a buyer, price or transaction.

Discovery creates visibility. It does not create a transaction.

2. Negotiation

Negotiation begins when interested parties exchange questions, information and proposed terms. The process may be bilateral or involve advisers, brokers, financiers, servicers or other participants.

Topics may include:

• price or financing amount;
• transaction structure;
• assets and rights included or excluded;
• representations and warranties;
• recourse and indemnities;
• conditions precedent;
• required consents and notices;
• document access and due diligence;
• servicing and collection arrangements;
• confidentiality and permitted use;
• governing law and dispute resolution;
• expected closing and settlement steps; and
• responsibility for fees, taxes and registrations.

Indicative and binding terms should be distinguished

An expression of interest, indicative offer, discussion draft, term sheet and final agreement do not necessarily have the same legal effect.

The parties should make clear:

• who made the proposal;
• which asset and transaction it concerns;
• whether it is indicative, conditional or binding;
• how long it remains open;
• what assumptions it uses;
• which approvals are still required;
• whether exclusivity applies;
• what information remains subject to review; and
• how acceptance must occur.

Whether any communication creates legal obligations depends on its wording, the surrounding documents and applicable law. Clicking a button, sending a message or displaying an offer status should not be assumed to create a binding transaction unless the governing workflow and documents clearly provide that effect.

Controlled access matters during negotiation

Negotiation often requires more detailed evidence than public discovery. The asset owner should decide which material may be provided to each recipient and whether access should be private, time-limited, redacted or NDA-controlled.

An NDA can support confidentiality, but it does not prove that the disclosing party owns the information or has authority to share it. It also does not guarantee that the parties will agree a transaction.

See Public, Private or NDA-Controlled: Choosing How to Share Information.

3. Execution

Execution is the stage at which the parties complete the required approvals and sign or otherwise validly enter into the transaction documents and instructions.

Depending on the transaction, execution may require:

• a sale, assignment, novation, licence or financing agreement;
• board, shareholder, trustee or investment-committee approval;
• confirmation of signatory authority;
• KYC, sanctions or other compliance checks;
• counterparty or third-party consent;
• notice to a debtor, licensor, account bank or other person;
• an electronic or handwritten signature;
• notarisation, witnessing or another formality;
• a power of attorney;
• escrow instructions;
• closing certificates and deliverables; or
• final payment and transfer instructions.

Execution is not settlement

A document may be signed while important conditions remain outstanding. The agreement may provide that ownership transfers only on payment, delivery, registration, notice, consent or another closing event.

An executed agreement therefore does not automatically prove that:

• the purchase price has been paid;
• ownership has transferred;
• a debtor must pay the assignee;
• an official register has been updated;
• securities or funds have been delivered;
• collateral has been released or perfected;
• all closing conditions were satisfied; or
• the transaction cannot later be challenged.

Electronic-signature validation can provide specific evidence about signature integrity, certificate status or signatory identity. It does not by itself establish authority, ownership, truth of the document's contents or completion of the transaction.

4. Settlement

Settlement is the completion stage. The obligations created by the transaction must be discharged through the required transfer of cash, securities, rights, documents, control or other deliverables.

For a contract-backed right, claim or receivable, settlement may involve:

• payment of the agreed price;
• delivery of the assignment or transfer documents;
• notice to, or acknowledgment by, the debtor;
• transfer of documents and servicing data;
• release or creation of security;
• updating an official register where required;
• changing payment instructions or controlled accounts;
• reconciliation of the transferred balance;
• delivery of agreed originals or records; and
• confirmation that the closing conditions were satisfied.

For securities, settlement has a specific market-infrastructure meaning. EU CSDR defines it as completion of a securities transaction through the transfer of cash or securities, or both. The ECB describes TARGET2-Securities as a platform on which securities and cash can be exchanged simultaneously using delivery versus payment.

That securities-settlement model should not be applied casually to every contract or claim. A bilateral assignment may have different transfer, payment, notice, priority and registration requirements.

Settlement can fail or remain incomplete

Possible causes include:

• insufficient cash or unavailable assets;
• mismatched instructions;
• incorrect account or party details;
• an unmet condition precedent;
• missing consent or registration;
• an injunction, insolvency or compliance hold;
• a disputed asset balance;
• an unavailable payment, custody or registry provider;
• operational error; or
• one party failing to perform.

A status such as signed, accepted, matched or listed should therefore not be shown as settled unless the required completion evidence is available.

Different assets complete in different ways

The four stages are a useful framework, but the completion steps vary.

Claim or receivable

The transaction may require assignment documents, debtor notice, payment, data handover and servicing arrangements. The debtor's obligation and any rights of set-off or dispute may continue after the sale.

Contract

The parties may use assignment or novation. Counterparty consent, continuing obligations and transfer restrictions can determine whether the proposed structure works.

Intellectual property

Execution may require a written assignment or licence. Settlement may also involve source materials, credentials, domain names, royalties or an official registry update.

Secured loan or collateralised right

Completion may involve transfer of the loan, assignment of security, notices, registration, account-control arrangements and release of earlier interests.

Security or financial instrument

Trading, clearing, securities-account movements, payment and settlement may involve authorised venues, intermediaries, CSDs, banks, custodians or other regulated infrastructure.

The asset label alone does not identify the correct completion process.

What DaDepo provides today

DaDepo currently helps users prepare and present document-backed assets and move through selected discovery and review workflows. Availability depends on the user, asset, jurisdiction, status and enabled service.

Preparation and buyer readiness

Users can organise documents, review AI-assisted findings, create an Asset Passport and record source-backed information, provenance, review status and possible gaps.

This gives discovery and negotiation a stronger starting point. The user remains responsible for reviewing extracted information and deciding whether the package is accurate and suitable for sharing.

Controlled disclosure

DaDepo supports private and selected access and, where applicable, NDA-controlled document sharing. This can help a seller move from a limited discovery summary to a fuller review package without making every document public.

Access controls manage the platform workflow. They do not create authority to disclose, override legal restrictions or guarantee recipient behaviour.

Public Assets and opportunity discovery

Public Assets and related browsing functions can help eligible opportunities become discoverable. A public view is an information and discovery layer, not approval of the asset or an invitation suitable for every person or jurisdiction.

Offerboard, offers and buyer mandates

Eligible users may use Offerboard-related functionality, offers and buyer mandates to express interest, present an opportunity or find a potential fit. These functions can support discovery and private negotiation.

They do not guarantee:

• that a displayed party will proceed;
• that an offer is binding;
• that due diligence will be satisfactory;
• that a buyer and seller will agree final terms;
• that execution or settlement will occur; or
• that a displayed amount is a verified value or final price.

Lifecycle actions and user confirmation

Some DaDepo workflows include status, finalisation, signing, NDA, registration-related or offer-related actions for eligible assets and users. Material actions may require KYC, sufficient credits, explicit user confirmation and other conditions.

The name of a platform status or action does not expand its legal effect. Finalised, signed, registered or for trading must be interpreted according to the specific DaDepo workflow and any connected external service—not as a universal statement of legal validity, official registration, venue admission, transfer or settlement.

Trading Terminal

The current Trading Terminal should be understood as an exploration or simulation capability unless a particular live service is expressly identified. It should not be treated as proof that DaDepo currently operates a regulated exchange, multilateral trading venue, CSD, custodian, clearing system or securities-settlement service.

What DaDepo does not currently provide as a general promise

The present platform should not be described as automatically providing:

• regulated order execution;
• exchange admission or guaranteed matching;
• legal or investment advice;
• independent verification of every asset or party;
• custody of securities or client money;
• clearing or central counterparty services;
• CSD securities accounts or central maintenance;
• delivery-versus-payment settlement;
• escrow or payment protection for every transaction;
• official title, security-interest or IP registration;
• transfer of legal ownership merely because a status changed; or
• guaranteed completion, price, recovery or liquidity.

Where a particular external service is available, its provider, scope, terms, regulatory status and legal effect should be identified separately.

How the DaDepo workflow is intended to develop

DaDepo's product direction is to connect asset preparation more closely with discovery, negotiation, execution support and, where lawful and practical, external completion services.

The following are planned or potential capability areas, not a statement that every feature is currently live, available for every asset or guaranteed to launch on a particular date.

Richer discovery and matching

Future development may make it easier to:

• match structured Asset Passports with buyer mandates;
• filter opportunities by asset type, jurisdiction, status and review readiness;
• manage qualified-buyer access;
• present portfolios and batches more consistently;
• route users toward relevant advisers, servicers or financing partners; and
• explain why a possible match was suggested without treating it as a recommendation.

Matching would identify potential relevance. Buyers and sellers would still perform their own review and make their own decisions.

More structured negotiation

Potential negotiation tools may include:

• controlled data-room access;
• questions and answers linked to the asset record;
• indicative offers and counteroffers;
• term comparison;
• expiry and condition tracking;
• access, NDA and disclosure logs;
• role-based approvals; and
• a clearer record of which proposal is current.

The workflow would need to distinguish non-binding discussions from legally binding actions and preserve explicit user confirmation.

Execution preparation and provider connections

Future execution support may help prepare:

• transaction-document packages;
• assignment, licence or sale information;
• party and authority checks;
• consent and notice checklists;
• signing instructions;
• conditions-precedent trackers; and
• closing deliverables.

Where appropriate, DaDepo may connect to external electronic-signature, identity, legal, registry, identifier or other service providers. Any such provider would remain responsible for its own service and conclusion. DaDepo would not acquire that provider's status merely by integrating with it.

Settlement and transfer coordination

Longer-term workflows may coordinate status and evidence from authorised payment, banking, escrow, registry, custody, CSD or settlement providers where the asset and law permit.

Possible functions may include:

• preparing settlement instructions for user approval;
• matching transaction and asset identifiers;
• tracking payment and delivery conditions;
• receiving provider status updates;
• reconciling expected and completed events;
• recording external registration or transfer evidence; and
• updating the Asset Passport after completion.

DaDepo should not hold client money, provide regulated custody, operate a securities settlement system or declare settlement finality unless the required legal permissions, controls and service arrangements are expressly in place. Partner integration is not the same as DaDepo providing the regulated service itself.

Post-completion lifecycle records

After completion, the asset record may be updated to show:

• the executed-document version;
• the effective or transfer date;
• payment or delivery evidence;
• an external registry or provider reference;
• the new holder or authorised servicer where appropriate;
• continuing obligations and reporting dates; and
• later amendments, payments, disputes or releases.

This can preserve continuity between the pre-transaction evidence package and the post-completion record. It does not override the official source or establish rights beyond the evidence recorded.

Why keeping the stages separate is useful

Clear stages help users avoid several common mistakes:

• showing discovery interest as an accepted offer;
• showing an indicative offer as a final price;
• showing a negotiated term sheet as an executed agreement;
• showing a signature status as completed transfer;
• showing payment initiation as received funds;
• showing a platform registration as official legal registration;
• showing a provider connection as DaDepo's own regulated service; or
• showing a failed or partial completion as settled.

They also make the product more useful. Each stage can display the evidence, permissions, actions and unresolved conditions relevant to that point in the process.

A responsible user workflow

1. Prepare the asset — organise the documents, sources and review status.
2. Choose visibility — decide what may be public, private or NDA-controlled.
3. Discover or respond — present an eligible opportunity or respond to a relevant mandate.
4. Review the counterparty and asset — complete appropriate due diligence and professional assessment.
5. Negotiate clearly — label proposals, assumptions, conditions and binding status.
6. Execute deliberately — use the required documents, authority, approvals, signatures and confirmations.
7. Settle through the correct providers — complete payment, delivery, transfer, registration and reconciliation under the applicable framework.
8. Update the record — attach the completion evidence and record what changed.

At each stage, users should know which action is only preparatory, which action may create legal obligations and which external provider is responsible for completion.

What DaDepo does—and does not do

DaDepo can help users organise evidence, create Asset Passports, control disclosure and use eligible discovery, offer and mandate workflows. It can also provide a structured place in which later external events and evidence may be recorded.

Using these tools does not mean that DaDepo has:

• validated legal ownership, authority or enforceability;
• recommended an asset, counterparty or transaction;
• guaranteed that negotiations will succeed;
• determined that an offer is binding;
• executed a sale or transfer merely because a status changed;
• received or safeguarded the transaction price;
• completed official registration, custody, clearing or settlement;
• provided legal, financial, investment, tax, accounting or valuation advice; or
• guaranteed a buyer, price, recovery, settlement or liquidity.

Important: Product availability and legal requirements depend on the user, asset, jurisdiction, transaction and relevant provider. Future-looking descriptions are product direction, not a promise of availability, timing, regulatory approval or transaction outcome. Users should review the current service terms and obtain appropriate professional advice before relying on any workflow for a material transaction.

One connected journey, four separate decisions

DaDepo's value is not in pretending that one click completes an entire transaction. Its value is in making the journey clearer: preparing better evidence, helping relevant parties discover one another, supporting controlled review and creating a structured path toward the external legal, payment and settlement steps that may follow.

Discovery asks whether the parties should talk. Negotiation asks whether they can agree. Execution asks whether they have validly committed. Settlement asks whether the agreed exchange has actually been completed.

Keeping those questions separate makes every stage more transparent—and makes it easier to build responsible connections between them over time.

Further reading

• EUR-Lex: Regulation (EU) No 909/2014 on securities settlement and central securities depositories
• European Central Bank: What is TARGET2-Securities?
• European Commission: eSignature FAQ
• FATF Recommendations