Assess whether management can run this without the founder (66b726)
August 31, 2026 · SmartSolo
Situation
Customer concentration and termination-for-convenience clauses arrived with an earnout based on 'adjusted EBITDA' with no dictionary for environmental diligence manager. That is a M&A Due Diligence Separation and Integration decision on management can run this in a roll-up of three regional service companies.
Decision
Environmental diligence manager in a roll-up of three regional service companies must choose Proceed / Reprice / Walk / Hold using customer concentration and termination-for-convenience clauses after an earnout based on 'adjusted EBITDA' with no dictionary.
Hypotheses to test
- Customer concentration and termination-for-convenience clauses reads as Proceed once an earnout based on 'adjusted EBITDA' with no dictionary is lined up to the same M&A Due Diligence population.
- Customer concentration and termination-for-convenience clauses is closer to Reprice after an earnout based on 'adjusted EBITDA' with no dictionary; Proceed would over-claim this Separation and Integration extract.
- Walk is still live in customer concentration and termination-for-convenience clauses for environmental diligence manager in a roll-up of three regional service companies.
- Customer concentration and termination-for-convenience clauses is missing the fact environmental diligence manager needs after an earnout based on 'adjusted EBITDA' with no dictionary; stop this M&A Due Diligence close.
Analysis required
- Separate a one-off add-back from a recurring earnings issue in customer concentration and termination-for-convenience clauses.
- Map reps, earnout mechanics, and integration risk a roll-up of three regional service companies would inherit.
- Tie quality-of-earnings, working-capital, and contingent items in customer concentration and termination-for-convenience clauses to management can run this.
- For this M&A Due Diligence Separation and Integration file, read customer concentration and termination-for-convenience clauses against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move management can run this for environmental diligence manager.
Recommendation
Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (customer concentration and termination-for-convenience clauses after an earnout based on 'adjusted EBITDA' with no dictionary). The follow-on Separation and Integration action is what environmental diligence manager does next: implement the option, assign an owner, and log the missing fact.
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