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M&A Playbook

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A structured framework for navigating mergers and acquisitions.

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Free · Opens the source repo

What M&A Playbook does

The M&A Playbook provides a comprehensive framework for both acquiring companies and those preparing to be acquired. It guides users through critical stages of the mergers and acquisitions process, including due diligence, valuation, integration, and negotiation. This playbook is particularly useful for business leaders, financial analysts, and M&A advisors who need a structured approach to assess potential deals and ensure successful outcomes.

For acquiring companies, the playbook emphasizes the importance of establishing a strategic rationale before proceeding with any acquisition. It encourages users to consider whether building a solution in-house may be more beneficial than acquiring another company. The playbook also includes a detailed due diligence checklist that identifies key questions and potential red flags across various domains, such as financial, technical, legal, people, market, and customer considerations.

For companies preparing to be acquired, the playbook outlines essential readiness signals and preparation steps to take well in advance of any negotiations. This includes cleaning up financials, documenting intellectual property, and ensuring key employees are retained. The negotiation section highlights critical points to watch for during discussions, such as valuation and earnout conditions, ensuring that companies are well-prepared to advocate for their interests.

Overall, the M&A Playbook serves as a valuable resource for anyone involved in the M&A process, providing structured guidance and practical tools to navigate complex transactions effectively.

When to use it

Use this skill when evaluating potential acquisitions, preparing for sale, or managing the integration process post-acquisition.

When not to use it

This skill may not be suitable for informal or small-scale transactions where a full M&A framework is unnecessary.

What you can build with it

Evaluating Acquisition Targets

Use the M&A Playbook to assess potential acquisition targets by following the strategic rationale and due diligence frameworks.

Preparing for Sale

Companies looking to be acquired can utilize the readiness assessment and preparation steps outlined in the playbook.

Post-Acquisition Integration Planning

Leverage the integration frameworks to ensure a smooth transition and successful integration of acquired companies.

How to install M&A Playbook

View source

1. Install with the skills CLI

npx skills add alirezarezvani/claude-skills/ma-playbook --agent claude-code

2. Or install it manually

Download the skill folder and drop it into ~/.claude/skills/ for all projects, or .claude/skills/ to scope it to one repo. Restart Claude Code so it picks up the new skill.

Anthropic's agentic coding CLI, and the reference implementation of Agent Skills. Drop a skill folder into ~/.claude/skills and Claude Code loads it automatically whenever a task matches the skill's description. Claude Code docs

Inside SKILL.md

Written by alirezarezvani

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

DomainKey QuestionsRed Flags
FinancialRevenue quality, customer concentration, burn rate>30% revenue from 1 customer
TechnicalCode quality, tech debt, architecture fitMonolith with no tests
LegalIP ownership, pending litigation, contractsKey IP owned by individuals
PeopleKey person risk, culture fit, retention riskFounders have no lockup/earnout
MarketMarket position, competitive threatsDeclining market share
CustomersChurn rate, NPS, contract termsHigh 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

TermWhat to WatchYour Leverage
ValuationEarnout traps (unreachable targets)Multiple competing offers
EarnoutMilestone definitions, measurement periodCash-heavy vs earnout-heavy split
LockupDuration, conditionsYour replaceability
Rep & warrantiesScope of liabilityEscrow vs indemnification cap
Employee retentionWho gets offers, at what termsKey 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 termsgeneral-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 diligencechief-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 mathcfo-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

RoleContribution to M&A
CEOStrategic rationale, negotiation lead
CFOValuation, deal structure, financing
GCLOI/term sheet review, contract risk scan, regulatory triggers
CDOData diligence: training-data rights, data-asset valuation
CTOTechnical due diligence, integration architecture
CHROPeople due diligence, retention planning
COOIntegration execution, process merge
CPOProduct 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

Frequently asked questions about M&A Playbook

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