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

Valuation Approaches

The ranges below are illustrative, not current market data — always verify against current market comps before using them in a model or negotiation.

• Revenue multiple: Industry-dependent (illustrative range: 2-15x ARR for SaaS, varying with growth rate, NRR, and rate environment)

• Comparable transactions: What similar companies sold for — the most defensible anchor

• DCF: For profitable companies only (most startups: use multiples)

• Acqui-hire: Illustrative range: $1-3M per engineer in hot talent markets

Sources to verify against (check the latest edition): the SaaS Capital Index (private SaaS revenue multiples, updated monthly), Software Equity Group (SEG) Annual/Quarterly SaaS M&A Reports (transaction multiples), and Aventis Advisors' SaaS valuation multiples reports. Cross-check at least two before anchoring a price.

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)

• Clean up financials (audited if possible)

• Document all IP and contracts

• Reduce customer concentration

• Lock up key employees

• Build the data room

• Engage an M&A advisor

Negotiation Points

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

Verification Loop (before any LOI or signature)

This skill frames the deal; two sibling skills verify it. Hand off — don't duplicate:

• Legal terms → general-counsel-advisor: run the LOI/term sheet through ../general-counsel-advisor/scripts/term_sheet_analyzer.py (12-dimension 0-100 score) and the definitive docs through ../general-counsel-advisor/scripts/contract_risk_scanner.py (12 founder-killer patterns: earnout traps, uncapped indemnity, vague IP, etc.). Any 🔴 finding goes to outside counsel before signing.

• Data diligence → chief-data-officer-advisor: run ../chief-data-officer-advisor/scripts/ai_training_data_audit.py (training-data rights, GDPR Art. 6 basis) and ../chief-data-officer-advisor/scripts/data_asset_valuator.py (data-asset value, M&A multiplier with carve-out penalties) on the target's data estate. Undocumented consent provenance is a price-reduction or walk-away item.

• Valuation math → cfo-advisor tools for the quantitative model; this playbook stays qualitative.

Loop the findings back into the negotiation-points table above before the next counter.

Integration with C-Suite Roles

Resources

• references/integration-playbook.md — 100-day post-acquisition integration plan

• references/due-diligence-checklist.md — comprehensive DD checklist by domain

• ../general-counsel-advisor/SKILL.md — term sheet analyzer + contract risk scanner

• ../chief-data-officer-advisor/SKILL.md — data diligence + data-asset valuation