Assess whether working capital should be a walk-away (119d39)

SITUATION A public acquirer facing HSR and sector regulators cannot treat a founder who will not sign a non-compete as incidental context on carve-out stranded-cost model. Customer-contract risk reviewer must close working capital should be from that extract under M&A Due Diligence / People and Contracts.

DECISION Customer-contract risk reviewer in a public acquirer facing HSR and sector regulators must choose Proceed / Reprice / Walk / Hold using carve-out stranded-cost model after a founder who will not sign a non-compete.

HYPOTHESES TO TEST 1. A founder who will not sign a non-compete is noise around an already-controlled People and Contracts process in a public acquirer facing HSR and sector regulators, given carve-out stranded-cost model. 2. A founder who will not sign a non-compete is the event in carve-out stranded-cost model that forces Proceed for customer-contract risk reviewer under M&A Due Diligence. 3. Carve-out stranded-cost model shows a one-file miss after a founder who will not sign a non-compete, not a People and Contracts program failure. 4. Carve-out stranded-cost model cannot decide working capital should be yet after a founder who will not sign a non-compete; hold is the only M&A Due Diligence close a public acquirer facing HSR and sector regulators can defend.

ANALYSIS REQUIRED 1. Name the document customer-contract risk reviewer still needs before signing. 2. Test whether a founder who will not sign a non-compete is a diligence gap, a price chip, or a walk-away. 3. Separate a one-off add-back from a recurring earnings issue in carve-out stranded-cost model. 4. For this M&A Due Diligence People and Contracts file, read carve-out stranded-cost model against a founder who will not sign a non-compete and write the one fact that would move working capital should be for customer-contract risk reviewer.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (carve-out stranded-cost model after a founder who will not sign a non-compete). Lead with the M&A Due Diligence option carve-out stranded-cost model can support after a founder who will not sign a non-compete, then the two facts that force it, then the Monday action for customer-contract risk reviewer in a public acquirer facing HSR and sector regulators.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on working capital should be, then the evidence in carve-out stranded-cost model, then the action for customer-contract risk reviewer - Hypothesis scorecard against carve-out stranded-cost model: supported / rejected / untestable - Regulatory or exam hook People and Contracts would cite - People and Contracts finding in carve-out stranded-cost model that a second reviewer can re-perform