Assess whether related-party sales should be backed out of valuation (3de1bf)

SITUATION The working file is management-team retention and key-person map after an earnout based on 'adjusted EBITDA' with no dictionary. Customer-contract risk reviewer in a public acquirer facing HSR and sector regulators has to name Proceed or Reprice for this M&A Due Diligence People and Contracts file.

DECISION Customer-contract risk reviewer in a public acquirer facing HSR and sector regulators must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after an earnout based on 'adjusted EBITDA' with no dictionary.

HYPOTHESES TO TEST 1. Customer-contract risk reviewer can defend Proceed from management-team retention and key-person map after an earnout based on 'adjusted EBITDA' with no dictionary in a M&A Due Diligence challenge. 2. Customer-contract risk reviewer cannot defend Proceed from management-team retention and key-person map; Reprice is what the extract actually supports after an earnout based on 'adjusted EBITDA' with no dictionary. 3. An earnout based on 'adjusted EBITDA' with no dictionary never reached the population in management-team retention and key-person map — reopen intake, do not close related-party sales should be. 4. Two facts in management-team retention and key-person map after an earnout based on 'adjusted EBITDA' with no dictionary conflict for customer-contract risk reviewer; hold this People and Contracts file.

ANALYSIS REQUIRED 1. Tie quality-of-earnings, working-capital, and contingent items in management-team retention and key-person map to related-party sales should be. 2. Name the document customer-contract risk reviewer still needs before signing. 3. Test whether an earnout based on 'adjusted EBITDA' with no dictionary is a diligence gap, a price chip, or a walk-away. 4. For this M&A Due Diligence People and Contracts file, read management-team retention and key-person map against an earnout based on 'adjusted EBITDA' with no dictionary and write the one fact that would move related-party sales should be for customer-contract risk reviewer.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (management-team retention and key-person map after an earnout based on 'adjusted EBITDA' with no dictionary). If management-team retention and key-person map cannot force a M&A Due Diligence label under People and Contracts, stop. Do not invent missing evidence a public acquirer facing HSR and sector regulators does not have.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on related-party sales should be, then the evidence in management-team retention and key-person map, then the action for customer-contract risk reviewer - Hypothesis scorecard against management-team retention and key-person map: supported / rejected / untestable - Owner and next date for customer-contract risk reviewer in a public acquirer facing HSR and sector regulators - What changes related-party sales should be if an earnout based on 'adjusted EBITDA' with no dictionary is later withdrawn