Assess whether working capital should be a walk-away (911b09)

SITUATION Post-merger systems-integration risk register arrived with a contractor who actually wrote the core code for customer-contract risk reviewer. That is a M&A Due Diligence Separation and Integration decision on working capital should be in a strategic buyer looking at a carve-out from a conglomerate.

DECISION Customer-contract risk reviewer in a strategic buyer looking at a carve-out from a conglomerate must choose Proceed / Reprice / Walk / Hold using post-merger systems-integration risk register after a contractor who actually wrote the core code.

HYPOTHESES TO TEST 1. Authorize Proceed now; post-merger systems-integration risk register already has the discriminator after a contractor who actually wrote the core code. 2. Keep Reprice in force until post-merger systems-integration risk register is completed after a contractor who actually wrote the core code for customer-contract risk reviewer. 3. Treat post-merger systems-integration risk register as Walk because both readings appear after a contractor who actually wrote the core code. 4. Refuse a M&A Due Diligence close: customer-contract risk reviewer does not have the decision working capital should be turns on in post-merger systems-integration risk register.

ANALYSIS REQUIRED 1. Separate a one-off add-back from a recurring earnings issue in post-merger systems-integration risk register. 2. Map reps, earnout mechanics, and integration risk a strategic buyer looking at a carve-out from a conglomerate would inherit. 3. Tie quality-of-earnings, working-capital, and contingent items in post-merger systems-integration risk register to working capital should be. 4. For this M&A Due Diligence Separation and Integration file, read post-merger systems-integration risk register against a contractor who actually wrote the core code 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 / Separation and Integration packet (post-merger systems-integration risk register after a contractor who actually wrote the core code). The follow-on Separation and Integration action is what customer-contract risk reviewer 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 post-merger systems-integration risk register, then the action for customer-contract risk reviewer - Hypothesis scorecard against post-merger systems-integration risk register: supported / rejected / untestable - Separation and Integration finding in post-merger systems-integration risk register that a second reviewer can re-perform - Missing page in post-merger systems-integration risk register after a contractor who actually wrote the core code, if any