Assess whether the carve-out is operable on day one (91046a)

SITUATION Working-capital true-up analyst in a cross-border deal with earnout-heavy structure has one working extract — management-team retention and key-person map — after a TSA that expires before replacement systems exist. If management-team retention and key-person map cannot support the carve-out is operable, the only defensible M&A Due Diligence output is hold.

DECISION Working-capital true-up analyst in a cross-border deal with earnout-heavy structure must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after a TSA that expires before replacement systems exist.

HYPOTHESES TO TEST 1. Working-capital true-up analyst can defend Proceed from management-team retention and key-person map after a TSA that expires before replacement systems exist in a M&A Due Diligence challenge. 2. Working-capital true-up analyst cannot defend Proceed from management-team retention and key-person map; Reprice is what the extract actually supports after a TSA that expires before replacement systems exist. 3. A TSA that expires before replacement systems exist never reached the population in management-team retention and key-person map — reopen intake, do not close the carve-out is operable. 4. Two facts in management-team retention and key-person map after a TSA that expires before replacement systems exist conflict for working-capital true-up analyst; hold this Separation and Integration file.

ANALYSIS REQUIRED 1. Separate a one-off add-back from a recurring earnings issue in management-team retention and key-person map. 2. Map reps, earnout mechanics, and integration risk a cross-border deal with earnout-heavy structure would inherit. 3. Tie quality-of-earnings, working-capital, and contingent items in management-team retention and key-person map to the carve-out is operable. 4. For this M&A Due Diligence Separation and Integration file, read management-team retention and key-person map against a TSA that expires before replacement systems exist and write the one fact that would move the carve-out is operable for working-capital true-up analyst.

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 TSA that expires before replacement systems exist). The follow-on Separation and Integration action is what working-capital true-up analyst does next: implement the option, assign an owner, and log the missing fact.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on the carve-out is operable, then the evidence in management-team retention and key-person map, then the action for working-capital true-up analyst - Hypothesis scorecard against management-team retention and key-person map: supported / rejected / untestable - What changes the carve-out is operable if a TSA that expires before replacement systems exist is later withdrawn - Named option among Proceed, Reprice, Walk and the fact that kills the others