Assess whether the carve-out is operable on day one (a32b5b)

SITUATION The People and Contracts working file is management-team retention and key-person map after a CIM that omitted a material litigation. Integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on must name Proceed or Reprice for this M&A Due Diligence file. Integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on has to name Proceed or Reprice for this M&A Due Diligence 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 management-team retention and key-person map after a CIM that omitted a material litigation.

HYPOTHESES TO TEST 1. A CIM that omitted a material litigation is noise around an already-controlled People and Contracts process in a PE platform evaluating a founder-led SaaS add-on, given management-team retention and key-person map. 2. A CIM that omitted a material litigation is the event in management-team retention and key-person map that forces Proceed for integration-risk PMO under M&A Due Diligence. 3. Management-team retention and key-person map shows a one-file miss after a CIM that omitted a material litigation, not a People and Contracts program failure. 4. Management-team retention and key-person map cannot decide the carve-out is operable yet after a CIM that omitted a material litigation; hold is the only M&A Due Diligence close a PE platform evaluating a founder-led SaaS add-on can defend.

ANALYSIS REQUIRED 1. Test whether a CIM that omitted a material litigation is a diligence gap, a price chip, or a walk-away. 2. Separate a one-off add-back from a recurring earnings issue in management-team retention and key-person map. 3. Map reps, earnout mechanics, and integration risk a PE platform evaluating a founder-led SaaS add-on would inherit. 4. For this M&A Due Diligence People and Contracts file, read management-team retention and key-person map against a CIM that omitted a material litigation and write the one fact that would move the carve-out is operable for integration-risk PMO.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (management-team retention and key-person map after a CIM that omitted a material litigation). Lead with the M&A Due Diligence option management-team retention and key-person map can support after a CIM that omitted a material litigation, then the two facts that force it, then the Monday action for integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on the carve-out is operable, then the evidence in management-team retention and key-person map, then the action for integration-risk PMO - Hypothesis scorecard against management-team retention and key-person map: supported / rejected / untestable - Named option among Proceed, Reprice, Walk and the fact that kills the others - Owner and next date for integration-risk PMO in a PE platform evaluating a founder-led SaaS add-on