Assess whether a top customer is actually sticky (f63038)

Situation

Management-team retention and key-person map arrived with a founder who will not sign a non-compete for buy-side QoE lead. That is a M&A Due Diligence Legal, IP, and Regulatory decision on a top customer is actually sticky in a health-system acquiring a specialty practice.

Decision

Buy-side QoE lead in a health-system acquiring a specialty practice must choose Proceed / Reprice / Walk / Hold using management-team retention and key-person map after a founder who will not sign a non-compete.

Hypotheses to test

• Buy-side QoE lead can defend Proceed from management-team retention and key-person map after a founder who will not sign a non-compete in a M&A Due Diligence challenge.
• Buy-side QoE lead cannot defend Proceed from management-team retention and key-person map; Reprice is what the extract actually supports after a founder who will not sign a non-compete.
• A founder who will not sign a non-compete never reached the population in management-team retention and key-person map — reopen intake, do not close a top customer is actually sticky.
• Two facts in management-team retention and key-person map after a founder who will not sign a non-compete conflict for buy-side QoE lead; hold this Legal, IP, and Regulatory file.

Analysis required

• Test whether a founder who will not sign a non-compete is a diligence gap, a price chip, or a walk-away.
• Separate a one-off add-back from a recurring earnings issue in management-team retention and key-person map.
• Map reps, earnout mechanics, and integration risk a health-system acquiring a specialty practice would inherit.
• For this M&A Due Diligence Legal, IP, and Regulatory file, read management-team retention and key-person map against a founder who will not sign a non-compete and write the one fact that would move a top customer is actually sticky for buy-side QoE lead.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Legal, IP, and Regulatory packet (management-team retention and key-person map after a founder who will not sign a non-compete). If management-team retention and key-person map cannot force a M&A Due Diligence label under Legal, IP, and Regulatory, stop. If management-team retention and key-person map after a founder who will not sign a non-compete cannot support Proceed versus Reprice on this M&A Due Diligence Legal, IP, and Regulatory close, buy-side QoE lead must do not proceed, reprice, or walk on a quality-of-earnings fact the packet does not carry.