Assess whether related-party sales should be backed out of valuation (789f36)

SITUATION Customer-contract risk reviewer in a cross-border deal with earnout-heavy structure has one working extract — QoE add-backs the seller marked 'normalized' — after a founder who will not sign a non-compete. If QoE add-backs the seller marked 'normalized' cannot support related-party sales should be, the only defensible M&A Due Diligence output is hold.

DECISION Customer-contract risk reviewer in a cross-border deal with earnout-heavy structure must choose Proceed / Reprice / Walk / Hold using QoE add-backs the seller marked 'normalized' after a founder who will not sign a non-compete.

HYPOTHESES TO TEST 1. Customer-contract risk reviewer can defend Proceed from QoE add-backs the seller marked 'normalized' after a founder who will not sign a non-compete in a M&A Due Diligence challenge. 2. Customer-contract risk reviewer cannot defend Proceed from QoE add-backs the seller marked 'normalized'; Reprice is what the extract actually supports after a founder who will not sign a non-compete. 3. A founder who will not sign a non-compete never reached the population in QoE add-backs the seller marked 'normalized' — reopen intake, do not close related-party sales should be. 4. Two facts in QoE add-backs the seller marked 'normalized' after a founder who will not sign a non-compete conflict for customer-contract risk reviewer; hold this Earnings and Revenue Quality file.

ANALYSIS REQUIRED 1. Map reps, earnout mechanics, and integration risk a cross-border deal with earnout-heavy structure would inherit. 2. Tie quality-of-earnings, working-capital, and contingent items in QoE add-backs the seller marked 'normalized' to related-party sales should be. 3. Name the document customer-contract risk reviewer still needs before signing. 4. For this M&A Due Diligence Earnings and Revenue Quality file, read QoE add-backs the seller marked 'normalized' against a founder who will not sign a non-compete and write the one fact that would move related-party sales should be for customer-contract risk reviewer.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Earnings and Revenue Quality packet (QoE add-backs the seller marked 'normalized' after a founder who will not sign a non-compete). Lead with the M&A Due Diligence option QoE add-backs the seller marked 'normalized' can support after a founder who will not sign a non-compete, then the two facts that force it, then the Monday action for customer-contract risk reviewer in a cross-border deal with earnout-heavy structure.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on related-party sales should be, then the evidence in QoE add-backs the seller marked 'normalized', then the action for customer-contract risk reviewer - Hypothesis scorecard against QoE add-backs the seller marked 'normalized': supported / rejected / untestable - Owner and next date for customer-contract risk reviewer in a cross-border deal with earnout-heavy structure - What changes related-party sales should be if a founder who will not sign a non-compete is later withdrawn