Assess whether working capital should be a walk-away after IT diligence
August 31, 2026
SITUATION Working-capital true-up analyst in a family-office reviewing a manufacturing target has one working extract — earnout metric definitions that invite dispute — after IT diligence showing two ERPs and no chart of accounts map. If earnout metric definitions that invite dispute cannot support working capital should be, the only defensible M&A Due Diligence output is hold.
DECISION Working-capital true-up analyst in a family-office reviewing a manufacturing target must choose Proceed / Reprice / Walk / Hold using earnout metric definitions that invite dispute after IT diligence showing two ERPs and no chart of accounts map.
HYPOTHESES TO TEST 1. Working-capital true-up analyst can defend Proceed from earnout metric definitions that invite dispute after IT diligence showing two ERPs and no chart of accounts map in a M&A Due Diligence challenge. 2. Working-capital true-up analyst cannot defend Proceed from earnout metric definitions that invite dispute; Reprice is what the extract actually supports after IT diligence showing two ERPs and no chart of accounts map. 3. IT diligence showing two ERPs and no chart of accounts map never reached the population in earnout metric definitions that invite dispute — reopen intake, do not close working capital should be. 4. Two facts in earnout metric definitions that invite dispute after IT diligence showing two ERPs and no chart of accounts map conflict for working-capital true-up analyst; hold this People and Contracts file.
ANALYSIS REQUIRED 1. Name the document working-capital true-up analyst still needs before signing. 2. Test whether IT diligence showing two ERPs and no chart of accounts map is a diligence gap, a price chip, or a walk-away. 3. Separate a one-off add-back from a recurring earnings issue in earnout metric definitions that invite dispute. 4. For this M&A Due Diligence People and Contracts file, read earnout metric definitions that invite dispute against IT diligence showing two ERPs and no chart of accounts map and write the one fact that would move working capital should be for working-capital true-up analyst.
RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (earnout metric definitions that invite dispute after IT diligence showing two ERPs and no chart of accounts map). The follow-on People and Contracts action is what working-capital true-up analyst does next: implement the option, assign an owner, and log the missing fact.
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 working-capital true-up analyst - Hypothesis scorecard against earnout metric definitions that invite dispute: supported / rejected / untestable - Named option among Proceed, Reprice, Walk and the fact that kills the others - Owner and next date for working-capital true-up analyst in a family-office reviewing a manufacturing target
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