Assess whether management can run this without the founder after add-backs

SITUATION A live M&A Due Diligence People and Contracts file in a public acquirer facing HSR and sector regulators now turns on management-team retention and key-person map after add-backs that are just delayed opex. Customer-contract risk reviewer should state what that extract proves for whether management can run this without the founder.

DECISION Customer-contract risk reviewer in a public acquirer facing HSR and sector regulators must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after add-backs that are just delayed opex.

HYPOTHESES TO TEST 1. Authorize Proceed now; management-team retention and key-person map already has the discriminator after add-backs that are just delayed opex. 2. Keep Reprice in force until management-team retention and key-person map is completed after add-backs that are just delayed opex for customer-contract risk reviewer. 3. Treat management-team retention and key-person map as Walk because both readings appear after add-backs that are just delayed opex. 4. Refuse a M&A Due Diligence close: customer-contract risk reviewer does not have the decision management can run this turns on in management-team retention and key-person map.

ANALYSIS REQUIRED 1. Map reps, earnout mechanics, and integration risk a public acquirer facing HSR and sector regulators would inherit. 2. Tie quality-of-earnings, working-capital, and contingent items in management-team retention and key-person map to management can run this. 3. Name the document customer-contract risk reviewer still needs before signing. 4. For this M&A Due Diligence People and Contracts file, read management-team retention and key-person map against add-backs that are just delayed opex and write the one fact that would move management can run this for customer-contract risk reviewer.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (management-team retention and key-person map after add-backs that are just delayed opex). The follow-on People and Contracts action is what customer-contract risk reviewer does next: implement the option, assign an owner, and log the missing fact.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on management can run this, then the evidence in management-team retention and key-person map, then the action for customer-contract risk reviewer - Hypothesis scorecard against management-team retention and key-person map: supported / rejected / untestable - What changes management can run this if add-backs that are just delayed opex is later withdrawn - Named option among Proceed, Reprice, Walk and the fact that kills the others