Assess whether a top customer is actually sticky (d38fa6)

Situation

A cross-border deal with earnout-heavy structure cannot treat a TSA that expires before replacement systems exist as color commentary on related-party revenue that disappears at close. Commercial-diligence partner must close a top customer is actually sticky from that extract under M&A Due Diligence / Legal, IP, and Regulatory.

Decision

Commercial-diligence partner in a cross-border deal with earnout-heavy structure must choose Proceed / Reprice / Walk / Hold using related-party revenue that disappears at close after a TSA that expires before replacement systems exist.

Hypotheses to test

• A TSA that expires before replacement systems exist is noise around an already-controlled Legal, IP, and Regulatory process in a cross-border deal with earnout-heavy structure, given related-party revenue that disappears at close.
• A TSA that expires before replacement systems exist is the event in related-party revenue that disappears at close that forces Proceed for commercial-diligence partner under M&A Due Diligence.
• Related-party revenue that disappears at close shows a one-file miss after a TSA that expires before replacement systems exist, not a Legal, IP, and Regulatory program failure.
• Related-party revenue that disappears at close cannot decide a top customer is actually sticky yet after a TSA that expires before replacement systems exist; hold is the only M&A Due Diligence close a cross-border deal with earnout-heavy structure can defend.

Analysis required

• Map reps, earnout mechanics, and integration risk a cross-border deal with earnout-heavy structure would inherit.
• Tie quality-of-earnings, working-capital, and contingent items in related-party revenue that disappears at close to a top customer is actually sticky.
• Name the document commercial-diligence partner still needs before signing.
• For this M&A Due Diligence Legal, IP, and Regulatory file, read related-party revenue that disappears at close against a TSA that expires before replacement systems exist and write the one fact that would move a top customer is actually sticky for commercial-diligence partner.

Recommendation

Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / Legal, IP, and Regulatory packet (related-party revenue that disappears at close after a TSA that expires before replacement systems exist). The follow-on Legal, IP, and Regulatory action is what commercial-diligence partner does next: implement the option, assign an owner, and log the missing fact.