Assess whether earnout definitions will cause a post-close fight (5a0fbc)

Situation

Working-capital true-up analyst owns earnout definitions will cause inside a family-office reviewing a manufacturing target with carve-out stranded-cost model as the only packet. IT diligence showing two ERPs and no chart of accounts map is what changed the clock for this M&A Due Diligence People and Contracts file.

Decision

Working-capital true-up analyst in a family-office reviewing a manufacturing target must choose Proceed / Reprice / Walk / Hold using carve-out stranded-cost model after IT diligence showing two ERPs and no chart of accounts map.

Hypotheses to test

• IT diligence showing two ERPs and no chart of accounts map is noise around an already-controlled People and Contracts process in a family-office reviewing a manufacturing target, given carve-out stranded-cost model.
• IT diligence showing two ERPs and no chart of accounts map is the event in carve-out stranded-cost model that forces Proceed for working-capital true-up analyst under M&A Due Diligence.
• Carve-out stranded-cost model shows a one-file miss after IT diligence showing two ERPs and no chart of accounts map, not a People and Contracts program failure.
• Carve-out stranded-cost model cannot decide earnout definitions will cause yet after IT diligence showing two ERPs and no chart of accounts map; hold is the only M&A Due Diligence close a family-office reviewing a manufacturing target can defend.

Analysis required

• Separate a one-off add-back from a recurring earnings issue in carve-out stranded-cost model.
• Map reps, earnout mechanics, and integration risk a family-office reviewing a manufacturing target would inherit.
• Tie quality-of-earnings, working-capital, and contingent items in carve-out stranded-cost model to earnout definitions will cause.
• For this M&A Due Diligence People and Contracts file, read carve-out stranded-cost model against IT diligence showing two ERPs and no chart of accounts map and write the one fact that would move earnout definitions will cause for working-capital true-up analyst.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (carve-out stranded-cost model after IT diligence showing two ERPs and no chart of accounts map). The follow-on People and Contracts action is what working-capital true-up analyst does next: implement the option, assign an owner, and log the missing fact.