The scene
Investment committee, January 14th. A build-up in industrial refrigeration — 240 people on one side, 95 on the other — closing set for March 25th. One question around the table: will these two executives work together? Four weeks later, this dossier answers: the instinct was right. Its object was not.
Composite scenarios, drawn from real situations — the companies, people, figures and facts are fictional: they designate no existing organisation and no existing person. The method is the one we apply. This dossier is a demonstration — it reports no engagement result.
The two executives read each other well — the eleven interviews converge, and so does the personality inventory. The risk lies elsewhere, and it is measurable: a function the organisation chart does not name — the pricing of complex jobs — held by two people, one of whom has announced his departure within eighteen months. And it is this function that decides the margin.
Of the 90 jobs above €250k bid in 2025: 74 priced by Michel Sarda, 16 by Serge Bonnaud, none by anyone else.
established job register, 1,412 lines, cross-checked in interview.
The gap at 18 months: 2.8 FTE — 88% of the requirement.
The transaction multiplies the workload at the moment the resource shrinks. Mechanism: an observed capacity of 39 complex jobs per full-time equivalent per year — Sarda 1.9 · Bonnaud 0.4 · Delmas 0.9. Today capacity and requirement coincide: the whole holds its current turnaround — it is the trajectory that breaks. established for the capacity · qualified for the target volume; detail in the exhibits.
And the shortfall has a price in the language of business: complex jobs bid within eight days convert at 44%; beyond fifteen days, at 21%.
established 187 jobs across two financial years; correlation, not causality.
Four decisions, three of them before signing. None of them touches the price; all of them fit inside the transaction documents or the hundred-day plan.
Name the function, resource it
before closing
The handover as a mandate
before closing
The real remit of V. Delmas
before closing
Bid capacity on the agenda
first committee
Three weeks. The job register read line by line — 1,412 jobs. The 187 complex jobs of two financial years, taken up one by one. Nine registers interrogated; three returned nothing, and that is written down. Eleven structured interviews, consented to, debriefed to each person. Every statement carries its regime — established, declared, qualified, not established — and what is missing is named, never filled in.
The red line, contractual: the machine never assesses a person · no decision is automated · the process is consented to and its findings returned · every conclusion is signed
Declared door — Investors · Assessment of a portfolio company's leadership team
Leadership team assessment — proposed combination of Cryotem and Montval Froid
What the combined group will be able to carry, what it will not yet carry, and where to act before closing.
- Commissioned by
- Vallonis Capital — Claire Mongin, partner, and Étienne Vasseur, investment director.
- Sequence
- Build-up no. 2 on the Cryotem portfolio company. Closing targeted for 25 March.
- What this is
- A reading of the leadership teams of both companies as a single system that has to work together.
- Why now
- Facts stated as at 6 February, six weeks before closing: this is still the window in which a clause, a mandate letter or an integration timetable can be rewritten without reopening the price.
- What you do with it
- Settle four decisions, three of them before signing.
- Time
- The essentials: 3 minutes · the dossier: 10 minutes · the exhibits: on request.
established — a dated primary source · declared — said or published, unverified · qualified — an estimate or a calculation · not established — not found, flagged, never filled in
The reference point
Nothing is judged in the absolute: a leader who takes back control of the large files is an asset in a company of twenty people and a risk in a group of three hundred and thirty-five. Every reading therefore begins with the project — the yardstick.
The thesis, as the March 2024 memorandum states it established: the scheduled phase-out of refrigerants with a high global warming potential forces an entire installed base to retrofit inside a dated window; whoever holds geographic density together with the ability to price quickly will take a disproportionate share of that wave, because on jobs of this kind the first credible price sets the price.
That thesis carries a consequence the memorandum writes down without dwelling on it, and it commands this whole dossier: it makes pricing speed, rather than installation capacity, the scarce resource.
A project is not scored — a yardstick cannot be measured against itself. It is qualified, on four attributes.
the memorandum, the three-year plan
the four executives restate it spontaneously
January 2025 seminar, two reminders
78% conventional replacement work, 22% retrofit; the chairman's diary follows the long-standing accounts
A vision that is formulated, shared and communicated but not embodied is not a weak vision: it is a vision whose exact blind alley is known — management information, rather than a reproach.
The question of 14 January
Vincent Delmas and Karim Belhadj have each lived through an integration — one on the acquirer's side in 2019, the other on the acquired side in 2016. They describe the post-closing division of ground in the same terms, neither of them having had knowledge of what the other said. None of the nine other people interviewed reports tension between them; two volunteer the opposite.
On the personality inventory — an instrument from the five-factor family, with documented validity, debriefed individually to each of them — the two men differ on openness to experience and meet on conscientiousness and on tolerance for open conflict. A configuration of complementarity rather than collision.
What this does not say: that the transaction is safe. Only that the risk has not lodged there — and that a fund which had bought nothing but the answer to the question asked would have left reassured on the wrong subject.
The fulcrum
The function that decides the margin does not exist on the organisation chart. It is not identified: no job description, no title, no budget line — Michel Sarda reports to the engineering department as a senior technician, Serge Bonnaud reports nowhere. It is not equipped: no pricing review, no pairing; the price library is kept by Sarda, in whatever time he has. It is not bounded: the rule that makes a job “go up” is oral, and it varies with the workload. It is not being handed on: the departure has been announced, and nothing has been set in motion. At Montval Froid, the same function is held entirely by one person — Vincent Delmas.
The combined group will have roughly one hundred and twenty-five complex jobs to price each year. Capacity falls from 3.2 to 2.3 full-time equivalents when Vincent Delmas moves to group operations, then to 0.4 on Michel Sarda's departure — against a requirement of 3.2.
Mechanism: 39 complex jobs per full-time equivalent per year, observed over the 2025 financial year; established for the capacity, qualified for the Montval volume (§ 07), detail in the exhibits.
And the shortfall has a price that reads in an order book rather than in an income statement: complex jobs bid within eight days convert at 44%; beyond fifteen days, at 21%. Controlling by amount band narrows the gap without closing it — 44% against 26% at comparable amounts.
established 187 jobs, 2024-2025 financial years; correlation, not causality.
The fulcrum sits there. Not in the relationship between two leaders: in a function no one has named, onto which the transaction loads a workload multiplied by 1.4.
The same fact, read twice
To manage and to govern are two verbs that common usage runs together; separating them changes the remedy. What the previous section describes is an operational shortcoming — a function that is under-resourced. It is treated by a recruitment, a pairing and a written boundary.
The same fact reads a second time at the level of control, and there it becomes a shortcoming of another nature. Across the last six meetings, the strategy committee devotes on average 71% of its time to financial subjects and 14% to the order book; no meeting has examined the capacity to produce bids.
established minutes of the last six committee meetings.
This is not an oversight: no indicator exists that would have put it on the agenda. The remedy here is not a recruitment. It is an agenda item and a figure to track. Running the two readings together means treating one and leaving the other — the most frequent scenario: an estimator is recruited, no one watches whether it is enough, and the problem is rediscovered in the twelfth month.
The system, and what the transaction does to it
Two companies live inside each company: the one of the organisation chart and the processes, and the one that actually plays out. The health of a team reads neither in the one nor in the other: it reads in what the two do to each other.
At Cryotem, they reinforce each other. A decision taken in committee is applied within a fortnight; attrition in the technical functions runs at 4.1% over three years, well below the sector; people can say why they stay. This is a healthy system, and it deserves to be said to an investment committee: it is what makes the transaction feasible.
But this healthy system is drifting away from what it was financed to do — activity drifts towards conventional replacement work, the chairman's diary follows, and nothing measures the gap with the thesis. An engine running well, under a pilot that has stopped correcting: success adrift — the hardest state to see from the inside, precisely because every performance light is green.
At Montval, they ignore each other. The organisation chart says one thing, practice does another; everything travels up to the founder; the processes exist and everyone works around them. Two people describe trade-offs made twice — once by the process, once by the founder's office. Reorganising a disconnection only moves its lines.
It takes away Vincent Delmas's pricing time — he becomes operations director of a group of three hundred and thirty-five people — with no one designated to take it over, and it raises the volume at the same moment.
The sequence that then sets in is a scenario rather than a measurement, and here it is: bid turnaround lengthens, the conversion rate falls, management tightens control over a system that ran on trust — and the rarest person draws the consequences. At that moment the two companies stop ignoring each other: they destroy each other.
That tipping point, rather than the present state, is the risk in this transaction — and it is avoidable now: three lines in the documentation, one mandate letter. After closing, it is handled with an emergency recruitment in a market where these profiles are unavailable.
The whole reading fits in six entries, across seven executives and eleven interviews:
The detail of each entry is in the exhibits.
Four decisions, three of them before signing
We investigate these decisions; the committee takes them.
Proposed owner: Karim Belhadj.
A title, a job description, a budget line; Michel Sarda explicitly attached to it until he leaves; the threshold written down above which a job belongs to that function. Cost nil before closing. Afterwards, this creation becomes a post-acquisition reorganisation, read as one by the teams — and it then costs the capital of trust that will be needed elsewhere.
To be secured in the transaction documents.
Michel Sarda says he is willing to hand over; an intention is not an arrangement. What makes it effective: a designated and recruited counterpart, a volume of jobs priced in tandem against a stated target, a timetable, a contractual consideration. The hard point is the market: the pool of industrial refrigeration estimators is narrow and regional, and a realistic recruitment takes five to nine months — set against the eighteen available, the search opens now, which means settling before closing who carries it and on which budget.
In the post-closing mandate letter.
He is today, alone, Montval's pricing function; the organisation plan makes him the group's operations director. The two do not hold together over the first twelve months. Three routes exist — holding both and saying so, letting the pricing go once he has been replaced, keeping the perimeters separate for eighteen months — and none of them is bad. Leaving the choice open is a fourth route, the only one that fails for certain. The detail of the three routes is in the exhibits.
Two figures on the standing agenda, at the same rank as cash: the average bid turnaround on complex jobs, and the number of jobs awaiting pricing — the only two indicators that would have shown in advance what this dossier took eleven interviews to establish. This item also handles the gap with the thesis: a committee that tracks the order book by line of business — retrofit against conventional replacement — sees the drift in the quarter it begins.
What this dossier has not established
The estimate of thirty-five a year rests on twelve rolling months, in a seasonal trade. What would settle it: the 2023 and 2024 job registers, reachable under the pre-contractual information clause. What it costs: a letter. What it changes: at 45 jobs, the requirement moves from 3.2 to 3.5 full-time equivalents, and decision 2 becomes a double recruitment.
The eighteen-month horizon is the one he gave in interview; no instrument documents it. The end-of-career conversation that decision 2 makes necessary in any case would settle it.
One uncertainty, finally, which is not a gap: the relationship between bid turnaround and conversion is a robust correlation, not a law.
The reading gridthree levels, two movements
What precedes applies a proprietary grid, built for this type of question and tested on earlier cases before being applied to this one. Setting it out here rather than in an appendix spares you reading a reading without knowing where it comes from.
It reads a leadership team as a system on three levels, rather than as a list of people.
The project, the investment thesis. That is § 01, and it is the yardstick for everything else.
What the organisation holds — the stock of expertise. How it allocates that stock — which functions really carry performance, and whether they are held (§ 03). What people do together, and what keeps them there: in this dossier the two make sense only together, and they are read in § 05.
The bodies that govern, distinct from those that manage (§ 04). That demarcation changes the remedy, and § 04 shows it on a single fact read twice.
Two movements run through this system, and that is where the diagnosis is made.
The first ties the official organisation to the real one, and it amplifies in whichever direction it turns. Three cases, which every leader has already seen. They reinforce each other — a decision taken on Monday is applied on Tuesday. They ignore each other — the organisation chart says one thing and everything passes back through the founder's office. They destroy each other — every departure calls for a turn of the screw, and every turn of the screw calls for the next departure.
The second ties control to intent. It corrects, or it has stopped correcting: a committee that tracks the order book by line of business sees the drift in the quarter it begins; a committee that tracks cash alone discovers it at the mid-term review.
This reading produces a location rather than a score. A score gets filed, and it gives a committee the feeling of having decided. What a committee needs is a place: the point where a limited action moves the most things at once.
The difference shows on two moves this dossier might have recommended. Recruiting one more person into the engineering department adds hands: the workload falls, and everything else holds as before. Writing down, before signing, the threshold above which a job belongs to the pricing function moves the workload, the bid turnaround, the conversion rate, the operations director's remit and the quarter in which a mistake becomes visible, all at once. The first belongs to management. The second is a move played at the fulcrum.
Go has always had a name for that distinction: an average player plays where it is large, a good player plays where it is decisive.
The four grades, in full
- established
- A dated primary source founds it — an exhibit, a data extract, a set of minutes.
- declared
- Someone said it or published it. We have not verified it, and we do not hold it as given.
- qualified
- An estimate, a calculation, a secondary source. Robust, unmeasured.
- not established
- We did not find it. It is written down here, and it is never filled in.
The rule that governs the other three: what is not established is never completed by a plausible inference. What is missing appears in § 07, named, together with what would settle it and what it costs to go and find it.
The system in six entriesVision · Key resources · Critical functions · Synergies · Engagement · Governance
The perimeter, stated once. Seven executives were met — at Cryotem the founder-chairman, the managing director, the head of the engineering office, the operations director and the chief financial officer; at Montval Froid the founder and the chief financial officer recruited in 2023. Eleven interviews in all: the two people who hold the pricing work were met as well, although neither sits on the management team. That is already a finding.
Of the 90 jobs above €250k bid in 2025, 74 were priced by Michel Sarda and 16 by Serge Bonnaud. None by anyone else.
established extract from the 2025 job register (1,412 lines), “pricing owner” field, cross-checked in interview with both men and with the site management department. — What the exhibit does not establish: the share of simple jobs that benefited from an informal judgment call by one or the other — the field is left empty below the threshold.
Gap at eighteen months: 2.8 full-time equivalents — 88% of the requirement.
Solid: observed capacity established 2025 job register, interviews — 74 ÷ 39 = 1.9 (Sarda) · 16 ÷ 39 = 0.4 (Bonnaud) · 35 ÷ 39 = 0.9 (Delmas). — Hollow: calculated requirement qualified 125 ÷ 39 jobs per FTE per year, at constant turnaround. — Montval volume (~35 jobs a year) not established — twelve rolling months only. See § 07.
Complex jobs bid within eight days convert at 44%. Those bid beyond fifteen days convert at 21%. A loss of capacity shows up in the jobs that go out late, rather than in the income statement.
established analysis of the 187 complex jobs of the 2024 and 2025 financial years: date the specification came in, date the bid went out, outcome. Two jobs excluded. — What the exhibit does not establish: causality. Jobs bid late may be late because they are harder, and therefore less winnable. Controlling by amount band narrows the gap without closing it (44% / 26% at comparable amounts).
The detail of the four decisionsowners, routes, timetables
Create a title, a job description and a budget line for responsibility for the pricing of complex jobs; attach Michel Sarda to it explicitly until he leaves; write down the threshold above which a job belongs to that function. Cost: nil before closing, beyond the time to draft it. What is lost by leaving it until later: after closing, this creation becomes a post-acquisition reorganisation — the teams of both companies read it as one, and it then costs the capital of trust that will be needed elsewhere.
Michel Sarda has announced his departure on an eighteen-month horizon. He is willing to hand over — he says so in interview, unprompted. An intention is one thing, an arrangement another. What makes a handover effective: a designated and recruited counterpart, a volume of jobs priced in tandem against a stated target, a timetable, and a contractual consideration that recognises handing over as work. The market constraint is the hard point: the pool of experienced industrial refrigeration estimators is narrow and regional, and a realistic recruitment takes five to nine months. Set against the eighteen months available, the search has to open now.
He is today, alone, Montval's pricing function, and the organisation plan makes him the group's operations director. The two do not hold together over the first twelve months. Three routes: he holds both, and it is said out loud — the mandate letter bounds his group remit to the first year; he lets the pricing go, and his replacement comes first; the pricing perimeters stay separate for eighteen months. All three routes are sound. Leaving the choice open is a fourth, and it is the only one that fails for certain.
Put two figures on the standing agenda, at the same rank as cash: the average bid turnaround on complex jobs, and the number of jobs awaiting pricing. These are the only two indicators that would have shown in advance what this dossier took eleven interviews to establish. This item also handles the gap with the thesis noted in § 01: a committee that tracks the order book by line of business sees the drift in the quarter it begins.
The exhibitsP1 to P7 — what each one establishes, and what it does not
Each entry states what it establishes, the mechanism whenever a figure comes from a calculation, and what it does not establish — the third line is the one that counts, because it turns a gap into a question to ask.
| Exhibit | What it establishes | What it does not establish |
|---|---|---|
| P1 Cryotem 2025 job register (extract of 22 January, 1,412 lines) | Who priced what, the amounts, the turnaround times. | The informal judgment calls below the €250k threshold: the field is left empty. |
| P2 Complex jobs 2024-2025 (187 lines) | The relationship between turnaround and conversion. Mechanism: jobs won ÷ jobs bid, by turnaround band in working days; control by amount band on a second pass. | Causality. |
| P3 Minutes of the strategy committee (six meetings, Sept. 2024 – Dec. 2025) | How the time is split by subject. Mechanism: the timings stated on the agendas. | A measurement — absent real time-stamping, this is a structural approximation. |
| P4 Investment memorandum (12 March 2024) | The thesis and its assumptions. | What has since been revised without being rewritten. |
| P5 Eleven structured interviews (20 January – 4 February) | The operating regimes, the declared intentions, the cross-perceptions. | No external fact: every factual element cited in interview was cross-checked against an exhibit or marked as declared. |
| P6 Personality inventories (six administrations, five-factor family) | Dispositions, at the level of the group. | No individual prediction of performance. They appear in the dossier in aggregated form only. |
| P7 Filed accounts and statutory registers (2022 to 2024 financial years) | The financial and legal position of both companies. | — |
What returned nothingthree registers interrogated without result
Three registers were interrogated without result, and that belongs in the dossier: the target's register of beneficial owners adds nothing the fund already knows; the search for employment tribunal litigation against both companies is negative over five years; the review of public contracts awarded in the area leaves the target's volume of complex jobs unreconstructed, the private share of its register being preponderant.
A register interrogated without result is information; leaving it out would suggest it had never been opened.
What each person interviewed receivedconsent, individual debrief
Eleven people were heard. Each signed, before the interview, a consent form setting out the purpose of the engagement, what would be done with what they said, who would read the dossier, and how long the records would be kept.
Each receives, personally, a debrief that the client does not receive. It covers what concerns them: the reading of their own personality inventory, given back in a forty-minute conversation; what their answers made it possible to establish about the organisation; and which parts of the dossier delivered to the fund come from their perimeter. No individual debrief contains an appraisal of another person, and none of them travels up to the client.
That is the consideration given in return, and it is also what makes the process workable: a team that knows what it receives answers differently from a team that is put through an audit.
What we guaranteethe four commitments, and neutrality
This dossier investigates an investment decision; the committee takes it. Contractually the purpose of the engagement is stated in those terms, and it has not varied: We investigate the decision; you take it.
The red line, contractual: the machine never assesses a person · no decision is automated · the process is consented to and its findings returned · every conclusion is signed
These four commitments appear in the engagement letter. The dossier prepares four decisions, it takes none of them, and it produces no score on a person, no ranking, and no individual recommendation to retain or replace. The key to the grades opens this dossier; a statement that is not established is never completed by a plausible inference.
On neutrality. Frontière has received no remuneration tied to the completion of the transaction, receives no introduction commission, and will receive no fee proportionate to any recruitment or replacement that follows from this dossier — including the post opened by decision 1, whose execution, if it were entrusted to us, would be billed as a fixed fee. A pair of eyes that neither bought the deal nor sold the team.
How this dossier was producedthree links, mechanisms, instruments
The grid is in the first drawer. What remains is what fed it, and what settled it. Three weeks, three links.
One — the investigation. Cryotem's 2025 job register, line by line: 1,412 jobs, each tied to its pricing owner, its amount, the date it came in, the date the bid went out and its outcome. The 187 complex jobs of the 2024 and 2025 financial years taken up separately. The last six sets of minutes of the strategy committee, timed by subject. The statutory registers and the filed accounts of both companies. The regulatory retrofit timetable and three years of public consultations in the sector. Nine databases and registers were interrogated; three returned nothing, and that is written in the drawer above. This link is the least visible part of a deliverable and it decides what gets found: a reading that had seen nothing but the eleven interviews would have produced the report the committee expected, rather than this one.
Mechanism behind the requirement of 3.2 FTE (§ 03): a target volume of 125 complex jobs a year; an observed capacity of 39 complex jobs per full-time equivalent per year at Cryotem over the 2025 financial year, at constant bid turnaround; 125 ÷ 39 = 3.2. Available capacity is computed at the same ratio, job by job and person by person: 74 ÷ 39 = 1.9 for Michel Sarda, 16 ÷ 39 = 0.4 for Serge Bonnaud, 35 ÷ 39 = 0.9 for Vincent Delmas. The observed capacity is one year's ratio rather than a trade standard — it is a qualified, and a change in how pricing is organised would alter it.
Two — the matrix. Described in the first drawer. It is not recycled from another object: a grid is built from whatever really decides the outcome of the game under study, and it is tested on known cases before being applied to a new one. Here, what decides the outcome is the speed at which a credible bid lands on the table — that is what § 01 establishes, and it is why the reading went looking at pricing rather than at the understanding between the two leaders.
Three — the judgment. The fulcrum in § 03 is a judgment, formed on what the matrix brought out and on what the interviews contradicted. No calculation produces it. It is dated, it is open to challenge, and it is signed.
The name of the thing. In the game of Go, the tesuji is the skilful move — the one played at the place that decides the game, often far from where attention has settled. That is the name we give to the last link: the reading locates, the move is played there, and someone signs it.
The instruments. A structured interview and a personality inventory from the five-factor family, both with documented validity. Typologies without established predictive validity are excluded from our protocols — they produce convenient labels and wrong decisions.
Two companies that the organisation chart makes look alikeCryotem and Montval Froid, each in its own right
Cryotem — 240 people, €68.4M of 2025 revenue, two sites, a legible structure: a founder-chairman who sold the majority and reinvested, a chief executive recruited by the fund eighteen months later, an engineering department, a site management department, a finance and administration department. The organisation chart is up to date, the processes are written down, and — rarer — they are followed. Decisions taken in the executive committee are applied; people say so without being asked about it.
Montval Froid — 95 people, €21.3M, one site, a founder who holds the entire share capital. The organisation chart has existed since a finance director was recruited in 2023. It describes an organisation that works differently: jobs, hiring, workload trade-offs and customer disputes all pass back through the founder, and everyone accommodates that because it works. The processes are written down; going around the process is the norm, and no one experiences it as an anomaly.
These two companies have different problems, and the classic integration error is to apply the same remedy to both.
Book 30 minutes on a real situation
A framing conversation, never a production. You describe a situation you actually have on the table; we tell you what an investigation would bring out, and what it would leave alone.
Book 30 minutesThe other door — Leaders: investigating a decision to open the share capital →
A situation type. Facts in this dossier stated as at 6 February.
What is not established is not asserted.