3622efedc0
- Added frontmatter to 34 skills that were missing it entirely (0% Tessl score) - Fixed name field format to kebab-case across all 169 skills - Resolves #284
99 lines
4.0 KiB
Markdown
99 lines
4.0 KiB
Markdown
---
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name: "ma-playbook"
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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."
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license: MIT
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metadata:
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version: 1.0.0
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author: Alireza Rezvani
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category: c-level
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domain: ma-strategy
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updated: 2026-03-05
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---
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# M&A Playbook
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Frameworks for both sides of M&A: acquiring companies and being acquired.
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## Keywords
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M&A, mergers and acquisitions, due diligence, acquisition, acqui-hire, integration, deal structure, valuation, LOI, term sheet, earnout
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## Quick Start
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**Acquiring:** Start with strategic rationale → target screening → due diligence → valuation → negotiation → integration.
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**Being Acquired:** Start with readiness assessment → data room prep → advisor selection → negotiation → transition.
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## When You're Acquiring
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### Strategic Rationale (answer before anything else)
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- **Buy vs Build:** Can you build this faster/cheaper? If yes, don't acquire.
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- **Acqui-hire vs Product vs Market:** What are you really buying? Talent? Technology? Customers?
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- **Integration complexity:** How hard is it to merge this into your company?
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### Due Diligence Checklist
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| Domain | Key Questions | Red Flags |
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|--------|--------------|-----------|
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| Financial | Revenue quality, customer concentration, burn rate | >30% revenue from 1 customer |
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| Technical | Code quality, tech debt, architecture fit | Monolith with no tests |
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| Legal | IP ownership, pending litigation, contracts | Key IP owned by individuals |
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| People | Key person risk, culture fit, retention risk | Founders have no lockup/earnout |
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| Market | Market position, competitive threats | Declining market share |
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| Customers | Churn rate, NPS, contract terms | High churn, short contracts |
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### Valuation Approaches
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- **Revenue multiple:** Industry-dependent (2-15x ARR for SaaS)
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- **Comparable transactions:** What similar companies sold for
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- **DCF:** For profitable companies only (most startups: use multiples)
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- **Acqui-hire:** $1-3M per engineer in hot markets
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### Integration Frameworks
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See `references/integration-playbook.md` for the 100-day integration plan.
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## When You're Being Acquired
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### Readiness Signals
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- Inbound interest from strategic buyers
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- Market consolidation happening around you
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- Fundraising becomes harder than operating
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- Founder ready for a transition
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### Preparation (6-12 months before)
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1. Clean up financials (audited if possible)
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2. Document all IP and contracts
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3. Reduce customer concentration
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4. Lock up key employees
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5. Build the data room
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6. Engage an M&A advisor
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### Negotiation Points
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| Term | What to Watch | Your Leverage |
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|------|--------------|---------------|
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| Valuation | Earnout traps (unreachable targets) | Multiple competing offers |
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| Earnout | Milestone definitions, measurement period | Cash-heavy vs earnout-heavy split |
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| Lockup | Duration, conditions | Your replaceability |
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| Rep & warranties | Scope of liability | Escrow vs indemnification cap |
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| Employee retention | Who gets offers, at what terms | Key person dependencies |
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## Red Flags (Both Sides)
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- No clear strategic rationale beyond "it's a good deal"
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- Culture clash visible during due diligence and ignored
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- Key people not locked in before close
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- Integration plan doesn't exist or is "we'll figure it out"
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- Valuation based on projections, not actuals
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## Integration with C-Suite Roles
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| Role | Contribution to M&A |
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|------|-------------------|
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| CEO | Strategic rationale, negotiation lead |
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| CFO | Valuation, deal structure, financing |
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| CTO | Technical due diligence, integration architecture |
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| CHRO | People due diligence, retention planning |
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| COO | Integration execution, process merge |
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| CPO | Product roadmap impact, customer overlap |
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## Resources
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- `references/integration-playbook.md` — 100-day post-acquisition integration plan
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- `references/due-diligence-checklist.md` — comprehensive DD checklist by domain
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