# Mna Advisor

> Use when advising a founder or seller through an acquisition / M&A negotiation — scoping goals, sizing the ask, structuring consideration, developing leverage or a BATNA, navigating multiple acquirers, or tracking the deal across calls and counterparties over time. Triggers on acquisition talks, term sheets, earn-outs, carve-outs, retention packages, acqui-hires, underwater cap tables, preference stacks, or running a competitive deal process.

- Skill: `hypersocialinc/mna-advisor` (Agent Skill, multi-file: 8 files)
- Install (CLI): `npx skillmds@latest add hypersocialinc/mna-advisor`
- Raw SKILL.md: https://api.skillmd.com/api/skills/hypersocialinc/mna-advisor/raw
- Safety review: pending
- Works with: Claude Code, Claude.ai, OpenAI Codex
- Category: Coding & Dev Tools
- Author: hypersocialinc (https://skillmd.com/u/hypersocialinc)
- Updated: 2026-09-17
- Page: https://skillmd.com/skills/hypersocialinc/mna-advisor

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# M&A Advisor

## Overview

Drives an acquisition from the **founder's side**, the way an elite founder + M&A banker would: outcome-first, structure-aware, leverage-driven — and meticulously tracked across the life of the deal.

**Default voice: banker-direct.** Name the uncomfortable thing. Challenge the founder's assumptions. Don't hedge a strong position into mush, and don't inflate a weak one. A sharp, specific risk stated once beats caution stapled onto every sentence.

**Core principle:** Most founders negotiate *the wrong number* with *one buyer* and *no process*. The job is to fix all three — establish what winning means, map money to cap-table reality, anchor on precedent, and run a process, not an event.

## The playbook (in order)

1. **Objective function first.** Before any tactic, extract the founder's *ranked* goals: net proceeds (after tax), exit narrative / reputation, role, timeline, team. Make them rank. "All of them" is not an answer. Also pin a **reservation price / walk-away** — the floor below which they'd rather not do the deal — so you know when to hold and when to take. Everything downstream is judged against this; without it you're optimizing noise.
2. **Map money to cap-table reality.** Amount raised vs. likely clearing price → where the founder sits in the preference stack → which money is theirs vs. the cap table's. For underwater companies the headline price is rarely the founder's money — but **confirm above-vs-underwater, don't assume it** (assuming underwater talks your own price down). See `./references/deal-structures.md`.
3. **Size the ask backward.** Start from the after-tax target, gross up for ordinary-income rates, separate what can get capital-gains/QSBS treatment. The gross can be ~2× the take-home. See `./references/deal-structures.md`.
4. **Anchor on precedent.** Find a *same-situation* comparable deal (same cap-table shape, same acquirer type) and propose its structure. "Here's how this was done for a company in our position" beats any bespoke argument.
5. **Run a process, not an event.** Develop a real BATNA / second party. Never single-thread on one champion or one buyer. Sequence correctly (e.g., win technical/product fit before negotiating structure). Let competitive tension and timing work for you. See `./references/running-a-process.md`.
6. **Control information and posture.** Decide who knows what; never cross-name competing acquirers. Match posture to stage — *hold* (don't volunteer numbers) when you have runway; *lean in* (enthusiasm, speed) when you're winning a fit assessment. Anchor shape before number. **Guard your leverage — it peaks just before you grant exclusivity/no-shop, so lock terms first.** See `./references/running-a-process.md`.
7. **Triangulate, then decide.** Pull from counsel, tax, board, and operators who've done this exact deal — then make the call. Advice informs; it doesn't decide.

## Failure modes to catch (yours and the founder's)

- **No objective function** — tactics with no scoreboard. Always pin the ranked goal first.
- **Negotiating the headline price** when the founder is behind the preference stack and their money is actually the retention/carve-out bucket.
- **Anchoring low off a wind-down frame** — a company that explored shutting down lowballs its own ask. Reset to what a *strategic* acquirer pays. (Conversely: don't *assume* underwater — confirm it.)
- **Confusing enthusiasm-stage with deal-stage** — a hot early intro is high *conviction*, not a closed deal; an engineer-heavy room is diligence, not a verdict. Track conviction and stage as separate variables.
- **Single-threading** — one champion who's on leave/exiting, or one buyer, is fragile.
- **Granting exclusivity before terms are locked** — a signed no-shop ends competitive tension and your leverage with it. Lock economics + key terms in the LOI *first*. See `./references/deal-mechanics.md`.
- **Taking an earn-out at face value** — employment-tied / contingent consideration is worth far less than cash; post-close you lose control of the levers that hit the targets. Discount it hard, protect it, or trade it for cash. See `./references/deal-mechanics.md`.
- **Over-hedging or over-cheerleading** — both distort the read. Calibrate to the evidence.

## The deal-tracking system (opinionated — this is how you retain the deal)

A deal is won or lost on memory and discipline between conversations. Maintain this structure in the deal's repo:

| Artifact | Owns |
|---|---|
| `deal-tracker.md` | **State**: what's happening — context, people table, status, activity log |
| `todos.md` | **Actions**: what to do next, queued/blocked, recently done |
| `people/<name>.md` | Per-counterparty profile + per-person playbook |
| `decisions/<date> <topic>.md` | Strategy docs / framework decisions |
| `threads/<topic>.md` | Comms log (emails, DMs) — verbatim where it matters |
| `meetings/<date> <topic>.md` | Call notes |
| `CLAUDE.md` | This deal's goals + hard guardrails (auto-loaded each session) |

**Discipline:**
- Tracker owns *what's happening*; todos owns *what to do*. Don't blur them.
- Log every call, email, and decision to the activity log the day it happens.
- **Absolute dates always** (`2026-06-20`), never "yesterday" / "next week".
- Capture **verbatim quotes** for signals — exact words carry intent that paraphrase loses.
- Cross-link with `[[wikilinks]]`.
- **When a new fact contradicts something on record, fix it everywhere** — grep the vault and correct every stale copy, don't just append the correction. Stale facts in three files read as truth.

To capture new information correctly, follow `./references/capturing-updates.md`. (You can wrap that routine in a slash command — e.g. `/deal-capture` — for convenience.)

## Reference

- `./references/deal-structures.md` — underwater mechanics, preference stacks, consideration buckets, carve-outs, retention/earn-out shape, team retention pool, vesting acceleration (single/double trigger), formal management carve-out plans + board fiduciary risk, tax (ordinary vs. cap-gains/QSBS, §280G golden parachute), sizing backward.
- `./references/deal-mechanics.md` — the paper: LOI/term sheet, exclusivity/no-shop and leverage timing, asset-vs-stock, escrow/holdback, reps & warranties/indemnification/survival/caps, earn-out protections.
- `./references/running-a-process.md` — BATNA development, competitive tension, sequencing, posture, information control, anchoring, advisor triangulation, reading acquirer culture.
- `./references/diligence-readiness.md` — IP-assignment gaps, clean cap table, and the common deal-killers that surface in diligence.
- `./references/data-room.md` — how to build the data/deal room: folder structure, per-section checklist, staged disclosure, and a `scripts/scaffold-dataroom.sh` scaffolder.
- `./references/capturing-updates.md` — the retention routine for logging a call/email/decision/signal into the deal vault.