Andrew Fine has seen what ESOP due diligence looks like when a company is not prepared for it.
In the same year he served as an advisor on Revelator's acquisition, he also advised on another Israeli tech exit. That company had been managing their options the way most companies do: spreadsheets, manual records, documents scattered across folders, and a trustee whose records had never been reconciled. When the deal triggered due diligence, the real work started:
- Pulling together every board resolution, grant agreement, exercise notice, and termination record going back to the company's first options
- Cross-referencing all of them against each other to find inconsistencies
- Reconciling the full picture against the trustee's records, grant by grant
- Responding to findings from the tax authority and the buyer's lawyers
That took two weeks, net, just on the options. On Revelator, it took less than a day.
Why Israeli ESOP due diligence is harder than most people expect
Employee options in Israel are governed by Section 102 of the Income Tax Ordinance. The structure is well-established, but the scrutiny has intensified significantly in recent years.
What due diligence actually requires is not just a headcount of options. It requires a fully reconciled view of the entire ESOP history: every plan, every board resolution, every grant agreement, every exercise notice, every termination. These documents have to agree with each other. Then the full picture has to reconcile against the trustee's records, grant by grant, going back to the first options the company ever issued.
A decimal-point mismatch between a board resolution and a trustee filing is a finding. A grant that appears in one record and not another is a finding. A one-day date discrepancy between records is a finding. Buy-side lawyers are not lenient about this. They review everything.
Revelator had employees both in Israel and in other countries. The full options register, across all jurisdictions, needed to be accounted for and defensible.
Andrew has seen this firsthand across multiple transactions:
The tax authority today is a completely different world. The lawyers doing due diligence are relentless. Every comma, every small detail matters enormously.
Most founders and CFOs do not understand what this looks like until they are in the middle of a deal. By then, the clock is running. Sometimes they pay dearly.
What Vest actually does
Before any comparison to trustee records, Vest builds the source of truth from the company's own documents: the option plans, board resolutions, grant agreements, exercise notices, and termination records. It cross-references all of them against each other, surfaces every inconsistency, and builds a single source of truth.
Only once that internal picture is clean does Vest compare it against the trustee's reports, flagging every discrepancy at the grant level.
And it does not stop there.
Vest does not store equity data and move on. It keeps it true, continuously.
Ready when it mattered
Revelator had been running their ESOP on Vest since August 2025, eight months before the acquisition was announced. Not as preparation for a deal, but as how they managed their equity program day to day.
That meant that when the acquisition triggered due diligence, Vest already had Revelator's full options history structured, reconciled, and current. Every document cross-referenced. Every historical discrepancy already found and resolved. The international grantees included.
When Warner Music Group's lawyers came in, the data room was already built.
The lawyers received:
- A full options register reconciled across all source documents and trustee filings, covering all employee locations
- A discrepancy log with the resolution status for every finding
- A board decision audit trail matched to the corresponding grant records
- ESOP schedule and summary reports ready for review
No surprises. No cleanup sprint under deal pressure.
In Andrew's words
Andrew was an advisor on both deals. He knows exactly what the difference cost.
Two weeks net, just on the options. With Vest, we closed this in less than a day.
There is no comparable product in the world that knows how to do due diligence on options like this.
I am ready to be your spokesperson to any CFO who is thinking about an exit.
Andrew Fine
Founder, Line Consulting
Andrew Fine is the Founder of Line Consulting, a boutique financial services firm for the hi-tech and investment industries. With over 20 years of experience in CFO and operational roles at Israeli and global technology companies, he has managed M&A transactions across multiple exits, including serving as an advisor on both deals described in this case study.