Assess whether management can run this without the founder (d4b340)

SITUATION Management-team retention and key-person map arrived with a TSA that expires before replacement systems exist for carve-out separation lead. That is a M&A Due Diligence Separation and Integration decision on management can run this in a PE platform evaluating a founder-led SaaS add-on.

DECISION Carve-out separation lead 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 TSA that expires before replacement systems exist.

HYPOTHESES TO TEST 1. A TSA that expires before replacement systems exist is noise around an already-controlled Separation and Integration process in a PE platform evaluating a founder-led SaaS add-on, given management-team retention and key-person map. 2. A TSA that expires before replacement systems exist is the event in management-team retention and key-person map that forces Proceed for carve-out separation lead under M&A Due Diligence. 3. Management-team retention and key-person map shows a one-file miss after a TSA that expires before replacement systems exist, not a Separation and Integration program failure. 4. Management-team retention and key-person map cannot decide management can run this yet after a TSA that expires before replacement systems exist; 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 TSA that expires before replacement systems exist 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 Separation and Integration file, read management-team retention and key-person map against a TSA that expires before replacement systems exist and write the one fact that would move management can run this for carve-out separation lead.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (management-team retention and key-person map after a TSA that expires before replacement systems exist). Lead with the M&A Due Diligence option management-team retention and key-person map can support after a TSA that expires before replacement systems exist, then the two facts that force it, then the Monday action for carve-out separation lead in a PE platform evaluating a founder-led SaaS add-on.

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 carve-out separation lead - Hypothesis scorecard against management-team retention and key-person map: supported / rejected / untestable - Regulatory or exam hook Separation and Integration would cite - Separation and Integration finding in management-team retention and key-person map that a second reviewer can re-perform