M&A Playbook

Frameworks for both sides of M&A: acquiring companies and being acquired.

Keywords

M&A, mergers and acquisitions, due diligence, acquisition, acqui-hire, integration, deal structure, valuation, LOI, term sheet, earnout

Quick Start

Acquiring: Start with strategic rationale → target screening → due diligence → valuation → negotiation → integration.

Being Acquired: Start with readiness assessment → data room prep → advisor selection → negotiation → transition.

When You're Acquiring

Strategic Rationale (answer before anything else)

• Buy vs Build: Can you build this faster/cheaper? If yes, don't acquire.
• Acqui-hire vs Product vs Market: What are you really buying? Talent? Technology? Customers?
• Integration complexity: How hard is it to merge this into your company?

Due Diligence Checklist

Domain	Key Questions	Red Flags
Financial	Revenue quality, customer concentration, burn rate	>30% revenue from 1 customer
Technical	Code quality, tech debt, architecture fit	Monolith with no tests
Legal	IP ownership, pending litigation, contracts	Key IP owned by individuals
People	Key person risk, culture fit, retention risk	Founders have no lockup/earnout
Market	Market position, competitive threats	Declining market share
Customers	Churn rate, NPS, contract terms	High churn, short contracts

Valuation Approaches

• Revenue multiple: Industry-dependent (2-15x ARR for SaaS)
• Comparable transactions: What similar companies sold for
• DCF: For profitable companies only (most startups: use multiples)
• Acqui-hire: $1-3M per engineer in hot markets

Integration Frameworks

See references/integration-playbook.md for the 100-day integration plan.

When You're Being Acquired

Readiness Signals

• Inbound interest from strategic buyers
• Market consolidation happening around you
• Fundraising becomes harder than operating
• Founder ready for a transition

Preparation (6-12 months before)

1. Clean up financials (audited if possible)
2. Document all IP and contracts
3. Reduce customer concentration
4. Lock up key employees
5. Build the data room
6. Engage an M&A advisor

Negotiation Points

Term	What to Watch	Your Leverage
Valuation	Earnout traps (unreachable targets)	Multiple competing offers
Earnout	Milestone definitions, measurement period	Cash-heavy vs earnout-heavy split
Lockup	Duration, conditions	Your replaceability
Rep & warranties	Scope of liability	Escrow vs indemnification cap
Employee retention	Who gets offers, at what terms	Key person dependencies

Red Flags (Both Sides)

• No clear strategic rationale beyond "it's a good deal"
• Culture clash visible during due diligence and ignored
• Key people not locked in before close
• Integration plan doesn't exist or is "we'll figure it out"
• Valuation based on projections, not actuals

Integration with C-Suite Roles

Role	Contribution to M&A
CEO	Strategic rationale, negotiation lead
CFO	Valuation, deal structure, financing
CTO	Technical due diligence, integration architecture
CHRO	People due diligence, retention planning
COO	Integration execution, process merge
CPO	Product roadmap impact, customer overlap

Resources

• references/integration-playbook.md — 100-day post-acquisition integration plan
• references/due-diligence-checklist.md — comprehensive DD checklist by domain