
M&A Playbook
FreeA structured framework for navigating mergers and acquisitions.
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 source1. Install with the skills CLI
npx skills add alirezarezvani/claude-skills/ma-playbook --agent claude-code2. 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 alirezarezvaniM&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)
- 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
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-advisortools 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 planreferences/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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