By 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 metadata: 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
The ranges below are illustrative, not current market data — always verify against current market comps before using them in a model or negotiation.
- Revenue multiple: Industry-dependent (illustrative range: 2-15x ARR for SaaS, varying with growth rate, NRR, and rate environment)
- Comparable transactions: What similar companies sold for — the most defensible anchor
- DCF: For profitable companies only (most startups: use multiples)
- Acqui-hire: Illustrative range: $1-3M per engineer in hot talent markets
Sources to verify against (check the latest edition): the SaaS Capital Index (private SaaS revenue multiples, updated monthly), Software Equity Group (SEG) Annual/Quarterly SaaS M&A Reports (transaction multiples), and Aventis Advisors' SaaS valuation multiples reports. Cross-check at least two before anchoring a price.
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
Verification Loop (before any LOI or signature)
This skill frames the deal; two sibling skills verify it. Hand off — don't duplicate:
- Legal terms →
general-counsel-advisor: run the LOI/term sheet through../general-counsel-advisor/scripts/term_sheet_analyzer.py(12-dimension 0-100 score) and the definitive docs through../general-counsel-advisor/scripts/contract_risk_scanner.py(12 founder-killer patterns: earnout traps, uncapped indemnity, vague IP, etc.). Any 🔴 finding goes to outside counsel before signing. - Data diligence →
chief-data-officer-advisor: run../chief-data-officer-advisor/scripts/ai_training_data_audit.py(training-data rights, GDPR Art. 6 basis) and../chief-data-officer-advisor/scripts/data_asset_valuator.py(data-asset value, M&A multiplier with carve-out penalties) on the target's data estate. Undocumented consent provenance is a price-reduction or walk-away item. - Valuation math →
cfo-advisortools for the quantitative model; this playbook stays qualitative.
Loop the findings back into the negotiation-points table above before the next counter.
Integration with C-Suite Roles
| Role | Contribution to M&A |
|---|---|
| CEO | Strategic rationale, negotiation lead |
| CFO | Valuation, deal structure, financing |
| GC | LOI/term sheet review, contract risk scan, regulatory triggers |
| CDO | Data diligence: training-data rights, data-asset valuation |
| 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../general-counsel-advisor/SKILL.md— term sheet analyzer + contract risk scanner../chief-data-officer-advisor/SKILL.md— data diligence + data-asset valuation