Assess whether working capital should be a walk-away (6ad3c4)

SITUATION A TSA that expires before replacement systems exist put management-team retention and key-person map in front of commercial-diligence partner in a strategic buyer looking at a carve-out from a conglomerate. This M&A Due Diligence / People and Contracts close is working capital should be from management-team retention and key-person map, and the live options are Proceed, Reprice, Walk.

DECISION Commercial-diligence partner in a strategic buyer looking at a carve-out from a conglomerate 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. The population in management-team retention and key-person map is the one a TSA that expires before replacement systems exist named, so Proceed follows for this People and Contracts file. 2. The population in management-team retention and key-person map is adjacent only to a TSA that expires before replacement systems exist; Reprice is the honest M&A Due Diligence call. 3. A strategic buyer looking at a carve-out from a conglomerate already contained a TSA that expires before replacement systems exist before management-team retention and key-person map arrived; no new People and Contracts path. 4. Provenance on management-team retention and key-person map after a TSA that expires before replacement systems exist is broken; do not pick Proceed or Reprice yet.

ANALYSIS REQUIRED 1. Tie quality-of-earnings, working-capital, and contingent items in management-team retention and key-person map to working capital should be. 2. Name the document commercial-diligence partner still needs before signing. 3. Test whether a TSA that expires before replacement systems exist is a diligence gap, a price chip, or a walk-away. 4. For this M&A Due Diligence People and Contracts 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 working capital should be for commercial-diligence partner.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (management-team retention and key-person map after a TSA that expires before replacement systems exist). The follow-on People and Contracts action is what commercial-diligence partner does next: implement the option, assign an owner, and log the missing fact.

COMMAND RETURNS - Bottom-line M&A Due Diligence option on working capital should be, then the evidence in management-team retention and key-person map, then the action for commercial-diligence partner - Hypothesis scorecard against management-team retention and key-person map: supported / rejected / untestable - Named option among Proceed, Reprice, Walk and the fact that kills the others - Owner and next date for commercial-diligence partner in a strategic buyer looking at a carve-out from a conglomerate