Assess whether management can run this without the founder after a CIM that

SITUATION After a CIM that omitted a material litigation, QoE add-backs the seller marked 'normalized' is what commercial-diligence partner can touch in a strategic buyer looking at a carve-out from a conglomerate. M&A Due Diligence will live with Proceed versus Reprice on this People and Contracts file.

DECISION Commercial-diligence partner in a strategic buyer looking at a carve-out from a conglomerate must choose Proceed / Reprice / Walk / Hold using QoE add-backs the seller marked 'normalized' after a CIM that omitted a material litigation.

HYPOTHESES TO TEST 1. QoE add-backs the seller marked 'normalized' reads as Proceed once a CIM that omitted a material litigation is lined up to the same M&A Due Diligence population. 2. QoE add-backs the seller marked 'normalized' is closer to Reprice after a CIM that omitted a material litigation; Proceed would over-claim this People and Contracts extract. 3. Walk is still live in QoE add-backs the seller marked 'normalized' for commercial-diligence partner in a strategic buyer looking at a carve-out from a conglomerate. 4. QoE add-backs the seller marked 'normalized' is missing the fact commercial-diligence partner needs after a CIM that omitted a material litigation; stop this M&A Due Diligence close.

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 QoE add-backs the seller marked 'normalized'. 3. Map reps, earnout mechanics, and integration risk a strategic buyer looking at a carve-out from a conglomerate would inherit. 4. For this M&A Due Diligence People and Contracts file, read QoE add-backs the seller marked 'normalized' against a CIM that omitted a material litigation and write the one fact that would move management can run this for commercial-diligence partner.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (QoE add-backs the seller marked 'normalized' after a CIM that omitted a material litigation). The follow-on People and Contracts action is what commercial-diligence partner 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 QoE add-backs the seller marked 'normalized', then the action for commercial-diligence partner - Hypothesis scorecard against QoE add-backs the seller marked 'normalized': supported / rejected / untestable - Owner and next date for commercial-diligence partner in a strategic buyer looking at a carve-out from a conglomerate - What changes management can run this if a CIM that omitted a material litigation is later withdrawn