Assess whether working capital should be a walk-away (ffdf47)

SITUATION Regulatory-approval critical-path calendar arrived with add-backs that are just delayed opex for IP diligence counsel's financial counterpart. That is a M&A Due Diligence People and Contracts decision on working capital should be in a cross-border deal with earnout-heavy structure.

DECISION IP diligence counsel's financial counterpart in a cross-border deal with earnout-heavy structure must choose Proceed / Reprice / Walk / Hold using regulatory-approval critical-path calendar after add-backs that are just delayed opex.

HYPOTHESES TO TEST 1. Authorize Proceed now; regulatory-approval critical-path calendar already has the discriminator after add-backs that are just delayed opex. 2. Keep Reprice in force until regulatory-approval critical-path calendar is completed after add-backs that are just delayed opex for IP diligence counsel's financial counterpart. 3. Treat regulatory-approval critical-path calendar as Walk because both readings appear after add-backs that are just delayed opex. 4. Refuse a M&A Due Diligence close: IP diligence counsel's financial counterpart does not have the decision working capital should be turns on in regulatory-approval critical-path calendar.

ANALYSIS REQUIRED 1. Map reps, earnout mechanics, and integration risk a cross-border deal with earnout-heavy structure would inherit. 2. Tie quality-of-earnings, working-capital, and contingent items in regulatory-approval critical-path calendar to working capital should be. 3. Name the document IP diligence counsel's financial counterpart still needs before signing. 4. For this M&A Due Diligence People and Contracts file, read regulatory-approval critical-path calendar against add-backs that are just delayed opex and write the one fact that would move working capital should be for IP diligence counsel's financial counterpart.

RECOMMENDATION Choose Proceed / Reprice / Walk / Hold on this M&A Due Diligence / People and Contracts packet (regulatory-approval critical-path calendar after add-backs that are just delayed opex). The follow-on People and Contracts action is what IP diligence counsel's financial counterpart 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 regulatory-approval critical-path calendar, then the action for IP diligence counsel's financial counterpart - Hypothesis scorecard against regulatory-approval critical-path calendar: supported / rejected / untestable - Owner and next date for IP diligence counsel's financial counterpart in a cross-border deal with earnout-heavy structure - What changes working capital should be if add-backs that are just delayed opex is later withdrawn