Assess whether a top customer is actually sticky (29f9e8)
August 31, 2026 · SmartSolo
Situation
A top customer is actually sticky sits with IP diligence counsel's financial counterpart because a customer who just sent a non-renewal hit a cross-border deal with earnout-heavy structure. Evidence is post-merger systems-integration risk register; write the M&A Due Diligence People and Contracts option that extract can carry.
Decision
IP diligence counsel's financial counterpart in a cross-border deal with earnout-heavy structure must choose Proceed / Reprice / Walk / Hold using post-merger systems-integration risk register after a customer who just sent a non-renewal.
Hypotheses to test
- Post-merger systems-integration risk register reads as Proceed once a customer who just sent a non-renewal is lined up to the same M&A Due Diligence population.
- Post-merger systems-integration risk register is closer to Reprice after a customer who just sent a non-renewal; Proceed would over-claim this People and Contracts extract.
- Walk is still live in post-merger systems-integration risk register for IP diligence counsel's financial counterpart in a cross-border deal with earnout-heavy structure.
- Post-merger systems-integration risk register is missing the fact IP diligence counsel's financial counterpart needs after a customer who just sent a non-renewal; stop this M&A Due Diligence close.
Analysis required
- Test whether a customer who just sent a non-renewal is a diligence gap, a price chip, or a walk-away.
- Separate a one-off add-back from a recurring earnings issue in post-merger systems-integration risk register.
- Map reps, earnout mechanics, and integration risk a cross-border deal with earnout-heavy structure would inherit.
- For this M&A Due Diligence People and Contracts file, read post-merger systems-integration risk register against a customer who just sent a non-renewal and write the one fact that would move a top customer is actually sticky for IP diligence counsel's financial counterpart.
Recommendation
Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (post-merger systems-integration risk register after a customer who just sent a non-renewal). If post-merger systems-integration risk register cannot force a M&A Due Diligence label under People and Contracts, stop. If post-merger systems-integration risk register after a customer who just sent a non-renewal cannot support Proceed versus Reprice on this M&A Due Diligence People and Contracts close, IP diligence counsel's financial counterpart must do not proceed, reprice, or walk on a quality-of-earnings fact the packet does not carry.
Explore more
More M&A Due Diligence prompts
- Assess whether regulatory approval is a timing risk or a deal risk (cc1114)
- Assess whether earnings quality supports the bid price (21d5cb)
- Assess whether a top customer is actually sticky after an HSR second-request
- Assess whether IP is owned or merely licensed (d62b8d)
- Assess whether working capital should be a walk-away (c3ae7c)
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