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)
- 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
| 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 planreferences/due-diligence-checklist.md — comprehensive DD checklist by domain
1---2name: ma-playbook3description: M&A strategy for acquiring companies or being acquired. Due diligence, valuation, integration, and deal structure. Use when evaluating acquisitions, preparing for acquisition, M&A due diligence, integration planning, or deal negotiation.4license: MIT5---67# M&A Playbook89Frameworks for both sides of M&A: acquiring companies and being acquired.1011## Keywords1213M&A, mergers and acquisitions, due diligence, acquisition, acqui-hire, integration, deal structure, valuation, LOI, term sheet, earnout1415## Quick Start1617**Acquiring:** Start with strategic rationale → target screening → due diligence → valuation → negotiation → integration.1819**Being Acquired:** Start with readiness assessment → data room prep → advisor selection → negotiation → transition.2021## When You're Acquiring2223### Strategic Rationale (answer before anything else)2425- **Buy vs Build:** Can you build this faster/cheaper? If yes, don't acquire.26- **Acqui-hire vs Product vs Market:** What are you really buying? Talent? Technology? Customers?27- **Integration complexity:** How hard is it to merge this into your company?2829### Due Diligence Checklist3031| Domain | Key Questions | Red Flags |32| --------- | -------------------------------------------------- | ------------------------------- |33| Financial | Revenue quality, customer concentration, burn rate | >30% revenue from 1 customer |34| Technical | Code quality, tech debt, architecture fit | Monolith with no tests |35| Legal | IP ownership, pending litigation, contracts | Key IP owned by individuals |36| People | Key person risk, culture fit, retention risk | Founders have no lockup/earnout |37| Market | Market position, competitive threats | Declining market share |38| Customers | Churn rate, NPS, contract terms | High churn, short contracts |3940### Valuation Approaches4142- **Revenue multiple:** Industry-dependent (2-15x ARR for SaaS)43- **Comparable transactions:** What similar companies sold for44- **DCF:** For profitable companies only (most startups: use multiples)45- **Acqui-hire:** $1-3M per engineer in hot markets4647### Integration Frameworks4849See `references/integration-playbook.md` for the 100-day integration plan.5051## When You're Being Acquired5253### Readiness Signals5455- Inbound interest from strategic buyers56- Market consolidation happening around you57- Fundraising becomes harder than operating58- Founder ready for a transition5960### Preparation (6-12 months before)61621. Clean up financials (audited if possible)632. Document all IP and contracts643. Reduce customer concentration654. Lock up key employees665. Build the data room676. Engage an M&A advisor6869### Negotiation Points7071| Term | What to Watch | Your Leverage |72| ------------------ | ----------------------------------------- | --------------------------------- |73| Valuation | Earnout traps (unreachable targets) | Multiple competing offers |74| Earnout | Milestone definitions, measurement period | Cash-heavy vs earnout-heavy split |75| Lockup | Duration, conditions | Your replaceability |76| Rep & warranties | Scope of liability | Escrow vs indemnification cap |77| Employee retention | Who gets offers, at what terms | Key person dependencies |7879## Red Flags (Both Sides)8081- No clear strategic rationale beyond "it's a good deal"82- Culture clash visible during due diligence and ignored83- Key people not locked in before close84- Integration plan doesn't exist or is "we'll figure it out"85- Valuation based on projections, not actuals8687## Integration with C-Suite Roles8889| Role | Contribution to M&A |90| ---- | ------------------------------------------------- |91| CEO | Strategic rationale, negotiation lead |92| CFO | Valuation, deal structure, financing |93| CTO | Technical due diligence, integration architecture |94| CHRO | People due diligence, retention planning |95| COO | Integration execution, process merge |96| CPO | Product roadmap impact, customer overlap |9798## Resources99100- `references/integration-playbook.md` — 100-day post-acquisition integration plan101- `references/due-diligence-checklist.md` — comprehensive DD checklist by domain
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