Folio · MMXXVI — GovernanceHudson · Litigation · CapitalNew York — London
Governance

The architecture

of discipline.
Procedural, not aspirational

Investment Committee Protocol

Ten standing provisions.

  1. I

    Composition

    The Investment Committee comprises senior professionals drawn from litigation, structured credit, and institutional risk. At least one member must hold formal legal qualifications and active legal practice.

  2. II

    Voting Threshold

    Every commitment requires a supermajority. A single dissent on merits, quantum, or recoverability is sufficient to defer the matter pending further diligence.

  3. III

    Quorum

    No commitment may be approved without the participation of all sitting non-recused members. Capital is never deployed by partial committee.

  4. IV

    Recusal

    Any member with a personal, professional, or prior counsel relationship to a party, firm, or matter recuses absolutely. Recusal is recorded in the IC minute.

  5. V

    Conflict Register & Clearance

    A standing conflict register is reviewed at the opening of every committee session. A written Conflict Clearance from the Compliance Officer is a precondition to any IC consideration.

  6. VI

    Non-Interference Doctrine

    A binding internal rule prohibits HLC staff and IC members from directing litigation strategy, instructing counsel, or interfering with counsel's professional judgment at any point.

  7. VII

    Concentration Limits

    No single matter exceeds 12% of committed capital. No sector exceeds 35% of the portfolio. No single law firm represents more than 30% of matters by count.

  8. VIII

    External Counsel

    Independent external counsel is retained for every legal-merits assessment above the screening threshold. The IC does not rely on internal opinion alone.

  9. IX

    No Side Letters

    There are no side letters, MFN clauses, or undisclosed economics. Every commitment is documented on the same standard form.

  10. X

    Records & Audit

    Every IC memorandum, vote, recusal, and stress-test is preserved for a minimum of seven years. The complete file is available to claimants on request, subject to confidentiality.

§ Confidentiality, Work Product & Common Interest

“Materials shared with HLC in the course of evaluating or funding a matter are handled as confidential and, where applicable law and the parties' relationship support it, are intended to fall within the work-product doctrine and the common-interest privilege.”

HLC does not seek privileged communications from counsel beyond what is reasonably necessary for underwriting and monitoring. Before sensitive materials are exchanged, HLC executes a written non-disclosure and common-interest agreement with the claimant and counsel.