Assess whether related-party sales should be backed out of valuation (56a362)

SITUATION After a founder who will not sign a non-compete, post-merger systems-integration risk register is what integration-risk PMO can touch in a PE platform evaluating a founder-led SaaS add-on. M&A Due Diligence will live with Proceed versus Reprice on this People and Contracts file.

DECISION Integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on must choose Proceed / Reprice / Walk / Hold using post-merger systems-integration risk register after a founder who will not sign a non-compete.

HYPOTHESES TO TEST 1. Post-merger systems-integration risk register reads as Proceed once a founder who will not sign a non-compete is lined up to the same M&A Due Diligence population. 2. Post-merger systems-integration risk register is closer to Reprice after a founder who will not sign a non-compete; Proceed would over-claim this People and Contracts extract. 3. Walk is still live in post-merger systems-integration risk register for integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on. 4. Post-merger systems-integration risk register is missing the fact integration-risk PMO needs after a founder who will not sign a non-compete; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Separate a one-off add-back from a recurring earnings issue in post-merger systems-integration risk register. 2. Map reps, earnout mechanics, and integration risk a PE platform evaluating a founder-led SaaS add-on would inherit. 3. Tie quality-of-earnings, working-capital, and contingent items in post-merger systems-integration risk register to related-party sales should be. 4. For this M&A Due Diligence People and Contracts file, read post-merger systems-integration risk register against a founder who will not sign a non-compete and write the one fact that would move related-party sales should be for integration-risk PMO.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (post-merger systems-integration risk register after a founder who will not sign a non-compete). The follow-on People and Contracts action is what integration-risk PMO does next: implement the option, assign an owner, and log the missing fact.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on related-party sales should be, then the evidence in post-merger systems-integration risk register, then the action for integration-risk PMO - Hypothesis scorecard against post-merger systems-integration risk register: supported / rejected / untestable - Missing page in post-merger systems-integration risk register after a founder who will not sign a non-compete, if any - Regulatory or exam hook People and Contracts would cite