Assess whether working capital should be a walk-away (8fc3e9)

SITUATION Add-backs that are just delayed opex put earnout metric definitions that invite dispute in front of customer-contract risk reviewer in a public acquirer facing HSR and sector regulators. This M&A Due Diligence / People and Contracts close is working capital should be from earnout metric definitions that invite dispute, and the live options are Proceed, Reprice, Walk.

DECISION Customer-contract risk reviewer in a public acquirer facing HSR and sector regulators must choose Proceed / Reprice / Walk / Hold using earnout metric definitions that invite dispute after add-backs that are just delayed opex.

HYPOTHESES TO TEST 1. Earnout metric definitions that invite dispute reads as Proceed once add-backs that are just delayed opex is lined up to the same M&A Due Diligence population. 2. Earnout metric definitions that invite dispute is closer to Reprice after add-backs that are just delayed opex; Proceed would over-claim this People and Contracts extract. 3. Walk is still live in earnout metric definitions that invite dispute for customer-contract risk reviewer in a public acquirer facing HSR and sector regulators. 4. Earnout metric definitions that invite dispute is missing the fact customer-contract risk reviewer needs after add-backs that are just delayed opex; stop this M&A Due Diligence close.

ANALYSIS REQUIRED 1. Test whether add-backs that are just delayed opex is a diligence gap, a price chip, or a walk-away. 2. Separate a one-off add-back from a recurring earnings issue in earnout metric definitions that invite dispute. 3. Map reps, earnout mechanics, and integration risk a public acquirer facing HSR and sector regulators would inherit. 4. For this M&A Due Diligence People and Contracts file, read earnout metric definitions that invite dispute against add-backs that are just delayed opex 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 (earnout metric definitions that invite dispute after add-backs that are just delayed opex). If earnout metric definitions that invite dispute cannot force a M&A Due Diligence label under People and Contracts, stop. Do not invent missing evidence a public acquirer facing HSR and sector regulators does not have.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on working capital should be, then the evidence in earnout metric definitions that invite dispute, then the action for customer-contract risk reviewer - Hypothesis scorecard against earnout metric definitions that invite dispute: supported / rejected / untestable - Owner and next date for customer-contract risk reviewer in a public acquirer facing HSR and sector regulators - What changes working capital should be if add-backs that are just delayed opex is later withdrawn