Assess whether related-party sales should be backed out of valuation (435bc6)

SITUATION A health-system acquiring a specialty practice cannot treat a contractor who actually wrote the core code as incidental context on management-team retention and key-person map. Integration-risk PMO must close related-party sales should be from that extract under M&A Due Diligence / Separation and Integration.

DECISION Integration-risk PMO in a health-system acquiring a specialty practice must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after a contractor who actually wrote the core code.

HYPOTHESES TO TEST 1. A contractor who actually wrote the core code is noise around an already-controlled Separation and Integration process in a health-system acquiring a specialty practice, given management-team retention and key-person map. 2. A contractor who actually wrote the core code is the event in management-team retention and key-person map that forces Proceed for integration-risk PMO under M&A Due Diligence. 3. Management-team retention and key-person map shows a one-file miss after a contractor who actually wrote the core code, not a Separation and Integration program failure. 4. Management-team retention and key-person map cannot decide related-party sales should be yet after a contractor who actually wrote the core code; hold is the only M&A Due Diligence close a health-system acquiring a specialty practice can defend.

ANALYSIS REQUIRED 1. Test whether a contractor who actually wrote the core code is a diligence gap, a price chip, or a walk-away. 2. Separate a one-off add-back from a recurring earnings issue in management-team retention and key-person map. 3. Map reps, earnout mechanics, and integration risk a health-system acquiring a specialty practice would inherit. 4. For this M&A Due Diligence Separation and Integration file, read management-team retention and key-person map against a contractor who actually wrote the core code and write the one fact that would move related-party sales should be for integration-risk PMO.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (management-team retention and key-person map after a contractor who actually wrote the core code). If management-team retention and key-person map cannot force a M&A Due Diligence label under Separation and Integration, stop. If management-team retention and key-person map after a contractor who actually wrote the core code cannot support Proceed versus Reprice on this M&A Due Diligence Separation and Integration close, integration-risk PMO must do not proceed, reprice, or walk on a quality-of-earnings fact the packet does not carry.

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 integration-risk PMO - Hypothesis scorecard against management-team retention and key-person map: supported / rejected / untestable - Separation and Integration finding in management-team retention and key-person map that a second reviewer can re-perform - Missing page in management-team retention and key-person map after a contractor who actually wrote the core code, if any