harutsugu-namitsuki/ma-playbook
skills/claude-skills-main/c-level-advisor/ma-playbook/SKILL.md
M&A strategy for acquiring companies or being acquired. Due diligence, valuation, integration, and deal structure. Use when evaluating acquisitions, preparing for acquisition, M&A due diligence, integration planning, or deal negotiation.
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SKILL.md
- name:
- ma-playbook
- description:
- M&A strategy for acquiring companies or being acquired. Due diligence, valuation, integration, and deal structure. Use when evaluating acquisitions, preparing for acquisition, M&A due diligence, integration planning, or deal negotiation.
- license:
- MIT
- version:
- 1.0.0
- author:
- Alireza Rezvani
- category:
- c-level
- domain:
- ma-strategy
- updated:
- 2026-03-05
M&A Playbook
Frameworks for both sides of M&A: acquiring companies and being acquired.
Keywords
M&A, mergers and acquisitions, due diligence, acquisition, acqui-hire, integration, deal structure, valuation, LOI, term sheet, earnout
Quick Start
Acquiring: Start with strategic rationale → target screening → due diligence → valuation → negotiation → integration.
Being Acquired: Start with readiness assessment → data room prep → advisor selection → negotiation → transition.
When You're Acquiring
Strategic Rationale (answer before anything else)
- Buy vs Build: Can you build this faster/cheaper? If yes, don't acquire.
- Acqui-hire vs Product vs Market: What are you really buying? Talent? Technology? Customers?
- Integration complexity: How hard is it to merge this into your company?
Due Diligence Checklist
| Domain | Key Questions | Red Flags | |--------|--------------|-----------| | Financial | Revenue quality, customer concentration, burn rate | >30% revenue from 1 customer | | Technical | Code quality, tech debt, architecture fit | Monolith with no tests | | Legal | IP ownership, pending litigation, contracts | Key IP owned by individuals | | People | Key person risk, culture fit, retention risk | Founders have no lockup/earnout | | Market | Market position, competitive threats | Declining market share | | Customers | Churn rate, NPS, contract terms | High churn, short contracts |
Valuation Approaches
- Revenue multiple: Industry-dependent (2-15x ARR for SaaS)
- Comparable transactions: What similar companies sold for
- DCF: For profitable companies only (most startups: use multiples)
- Acqui-hire: $1-3M per engineer in hot markets
Integration Frameworks
See references/integration-playbook.md for the 100-day integration plan.
When You're Being Acquired
Readiness Signals
- Inbound interest from strategic buyers
- Market consolidation happening around you
- Fundraising becomes harder than operating
- Founder ready for a transition
Preparation (6-12 months before)
- Clean up financials (audited if possible)
- Document all IP and contracts
- Reduce customer concentration
- Lock up key employees
- Build the data room
- Engage an M&A advisor
Negotiation Points
| Term | What to Watch | Your Leverage | |------|--------------|---------------| | Valuation | Earnout traps (unreachable targets) | Multiple competing offers | | Earnout | Milestone definitions, measurement period | Cash-heavy vs earnout-heavy split | | Lockup | Duration, conditions | Your replaceability | | Rep & warranties | Scope of liability | Escrow vs indemnification cap | | Employee retention | Who gets offers, at what terms | Key person dependencies |
Red Flags (Both Sides)
- No clear strategic rationale beyond "it's a good deal"
- Culture clash visible during due diligence and ignored
- Key people not locked in before close
- Integration plan doesn't exist or is "we'll figure it out"
- Valuation based on projections, not actuals
Integration with C-Suite Roles
| Role | Contribution to M&A | |------|-------------------| | CEO | Strategic rationale, negotiation lead | | CFO | Valuation, deal structure, financing | | CTO | Technical due diligence, integration architecture | | CHRO | People due diligence, retention planning | | COO | Integration execution, process merge | | CPO | Product roadmap impact, customer overlap |
Resources
references/integration-playbook.md— 100-day post-acquisition integration planreferences/due-diligence-checklist.md— comprehensive DD checklist by domain
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