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24 · Business · Corporate Strategy

Acquisition and Integration Planning

Frame acquisition rationale, diligence, negotiation questions and integration.

uebernahmeplanungma-playbook

M&A Strategy & Integration Playbook · Original SKILL.md

---
name: "ma-playbook"
description: "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."
license: MIT
metadata:
  version: 1.0.0
  author: Alireza Rezvani
  category: c-level
  domain: ma-strategy
  updated: 2026-03-05
---

# 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

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)
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

## Verification Loop (before any LOI or signature)

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

1. **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.
2. **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.
3. **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

| Role | Contribution to M&A |
|------|-------------------|
| CEO | Strategic rationale, negotiation lead |
| CFO | Valuation, deal structure, financing |
| GC | LOI/term sheet review, contract risk scan, regulatory triggers |
| CDO | Data diligence: training-data rights, data-asset valuation |
| 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
- `../general-counsel-advisor/SKILL.md` — term sheet analyzer + contract risk scanner
- `../chief-data-officer-advisor/SKILL.md` — data diligence + data-asset valuation

When to use

Frame acquisition rationale, diligence, negotiation questions and integration.

What you get

The complete original workflow with attributed authorship and explicit limitations.

How it works

Confirm inputs, distinguish evidence from assumptions and apply the source within the actual task.

Requirements

Transaction goal, target information, diligence scope and authorized confidential data.

Delivery and review notes

Original source screened for obvious dangerous instructions; not functionally tested. Valuation multiples and thresholds are illustrative. DCF is not restricted to currently profitable companies. Legal/data/financial sibling tools and integration references are not supplied. This does not approve valuation, contracts or a transaction. Other referenced tools, scripts, files and sibling skills are not bundled or installed unless explicitly listed as included.

Starting prompt

Use Acquisition and Integration Planning for [TASK]. Ask for missing inputs: Transaction goal, target information, diligence scope and authorized confidential data. Respect the declared limitations; show evidence, assumptions and unresolved requirements separately.

Not for

Claiming that missing tools are installed, illustrative metrics are verified or external actions are authorized merely by loading the source.

What M11 added

M11 added German routing, scope and limitations. Original author: Alireza Rezvani. Original source screened for obvious dangerous instructions; not functionally tested. Valuation multiples and thresholds are illustrative. DCF is not restricted to currently profitable companies. Legal/data/financial sibling tools and integration references are not supplied. This does not approve valuation, contracts or a transaction. Other referenced tools, scripts, files and sibling skills are not bundled or installed unless explicitly listed as included.

Original authorship remains with alirezarezvani/claude-skills · Original source ↗

Original license & copyright

MIT License

Copyright (c) 2025 Alireza Rezvani

Permission is hereby granted, free of charge, to any person obtaining a copy
of this software and associated documentation files (the "Software"), to deal
in the Software without restriction, including without limitation the rights
to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
copies of the Software, and to permit persons to whom the Software is
furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all
copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
SOFTWARE.

Source SHA-256: e27101055e873209979459047b94f2228e82a46240fb1da59735d54752e7f7c5
Snapshot checked: 2026-09-28T15:41:49.115Z

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