Assess whether a top customer is actually sticky (c76c4f)

Situation

Separation and Integration work in a strategic buyer looking at a carve-out from a conglomerate now turns on a top customer is actually sticky because a TSA that expires before replacement systems exist put earnout metric definitions that invite dispute in play. Customer-contract risk reviewer should say what earnout metric definitions that invite dispute proves.

Decision

Customer-contract risk reviewer in a strategic buyer looking at a carve-out from a conglomerate must choose Proceed / Reprice / Walk / Hold using earnout metric definitions that invite dispute after a TSA that expires before replacement systems exist.

Hypotheses to test

• Customer-contract risk reviewer can defend Proceed from earnout metric definitions that invite dispute after a TSA that expires before replacement systems exist in a M&A Due Diligence challenge.
• Customer-contract risk reviewer cannot defend Proceed from earnout metric definitions that invite dispute; Reprice is what the extract actually supports after a TSA that expires before replacement systems exist.
• A TSA that expires before replacement systems exist never reached the population in earnout metric definitions that invite dispute — reopen intake, do not close a top customer is actually sticky.
• Two facts in earnout metric definitions that invite dispute after a TSA that expires before replacement systems exist conflict for customer-contract risk reviewer; hold this Separation and Integration file.

Analysis required

• Test whether a TSA that expires before replacement systems exist is a diligence gap, a price chip, or a walk-away.
• Separate a one-off add-back from a recurring earnings issue in earnout metric definitions that invite dispute.
• Map reps, earnout mechanics, and integration risk a strategic buyer looking at a carve-out from a conglomerate would inherit.
• For this M&A Due Diligence Separation and Integration file, read earnout metric definitions that invite dispute against a TSA that expires before replacement systems exist and write the one fact that would move a top customer is actually sticky for customer-contract risk reviewer.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Separation and Integration packet (earnout metric definitions that invite dispute after a TSA that expires before replacement systems exist). The follow-on Separation and Integration action is what customer-contract risk reviewer does next: implement the option, assign an owner, and log the missing fact.