Assess whether working capital should be a walk-away from management-team

SITUATION After IT diligence showing two ERPs and no chart of accounts map, management-team retention and key-person map is what IP diligence counsel's financial counterpart can touch in a strategic buyer looking at a carve-out from a conglomerate. M&A Due Diligence will live with Proceed versus Reprice on this Earnings and Revenue Quality file.

DECISION IP diligence counsel's financial counterpart in a strategic buyer looking at a carve-out from a conglomerate must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after IT diligence showing two ERPs and no chart of accounts map.

HYPOTHESES TO TEST 1. Authorize Proceed now; management-team retention and key-person map already has the discriminator after IT diligence showing two ERPs and no chart of accounts map. 2. Keep Reprice in force until management-team retention and key-person map is completed after IT diligence showing two ERPs and no chart of accounts map for IP diligence counsel's financial counterpart. 3. Treat management-team retention and key-person map as Walk because both readings appear after IT diligence showing two ERPs and no chart of accounts map. 4. Refuse a M&A Due Diligence close: IP diligence counsel's financial counterpart does not have the decision working capital should be turns on in management-team retention and key-person map.

ANALYSIS REQUIRED 1. Tie quality-of-earnings, working-capital, and contingent items in management-team retention and key-person map to working capital should be. 2. Name the document IP diligence counsel's financial counterpart still needs before signing. 3. Test whether IT diligence showing two ERPs and no chart of accounts map is a diligence gap, a price chip, or a walk-away. 4. For this M&A Due Diligence Earnings and Revenue Quality file, read management-team retention and key-person map 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 IP diligence counsel's financial counterpart.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Earnings and Revenue Quality packet (management-team retention and key-person map after IT diligence showing two ERPs and no chart of accounts map). If management-team retention and key-person map cannot force a M&A Due Diligence label under Earnings and Revenue Quality, stop. Do not invent missing evidence a strategic buyer looking at a carve-out from a conglomerate does not have.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on working capital should be, then the evidence in management-team retention and key-person map, then the action for IP diligence counsel's financial counterpart - Hypothesis scorecard against management-team retention and key-person map: supported / rejected / untestable - Owner and next date for IP diligence counsel's financial counterpart in a strategic buyer looking at a carve-out from a conglomerate - What changes working capital should be if IT diligence showing two ERPs and no chart of accounts map is later withdrawn