M&A strategy for acquiring companies or being acquired

M&A Playbook

by alirezarezvani · MIT license · ★ 26,349 on GitHub · updated Aug 30

M&A strategy for acquiring companies or being acquired. Due diligence, valuation, integration, and deal structure.

---
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

Overview

Frameworks for both sides of M&A: acquiring companies and being acquired.

Manual install (npx, ZIP)

Claude Codenpx skills add alirezarezvani/claude-skills --skill ma-playbook -g -a claude-code

Claude Code (manual)

mkdir -p ~/.claude/skills && curl -sL https://codeload.github.com/alirezarezvani/claude-skills/tar.gz/19392f7a0826 \
  | tar -xz -C ~/.claude/skills --strip-components=3 claude-skills-19392f7a0826/c-level-advisor/skills/ma-playbook

Windows (PowerShell)

New-Item -ItemType Directory -Force "$HOME\.claude\skills" | Out-Null; Invoke-WebRequest "https://m.agentalley.io/zip/2065077294313dc20726/ma-playbook.zip" -OutFile "$env:TEMP\ma-playbook.zip"; Expand-Archive "$env:TEMP\ma-playbook.zip" -DestinationPath "$HOME\.claude\skills" -Force

Claude.ai / desktopDownload the ZIP and upload it under Settings → Capabilities → Skills.

Codex, Cursor, other agentsPoint them at SKILL.md. The other files are plain text.

Connects with Agent Alley MCP · agentalley.io/mcp

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SKILL.md6.0 KB
references/2 files · 10.4 KB

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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)

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-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

1	---
2	name: "ma-playbook"
3	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."
4	license: MIT
5	metadata:
6	version: 1.0.0
7	author: Alireza Rezvani
8	category: c-level
9	domain: ma-strategy
10	updated: 2026-03-05
11	---
12
13	# M&A Playbook
14
15	Frameworks for both sides of M&A: acquiring companies and being acquired.
16
17	## Keywords
18	M&A, mergers and acquisitions, due diligence, acquisition, acqui-hire, integration, deal structure, valuation, LOI, term sheet, earnout
19
20	## Quick Start
21
22	Acquiring: Start with strategic rationale → target screening → due diligence → valuation → negotiation → integration.
23
24	Being Acquired: Start with readiness assessment → data room prep → advisor selection → negotiation → transition.
25
26	## When You're Acquiring
27
28	### Strategic Rationale (answer before anything else)
29	- Buy vs Build: Can you build this faster/cheaper? If yes, don't acquire.
30	- Acqui-hire vs Product vs Market: What are you really buying? Talent? Technology? Customers?
31	- Integration complexity: How hard is it to merge this into your company?
32
33	### Due Diligence Checklist
34	\| Domain \| Key Questions \| Red Flags \|
35	\|--------\|--------------\|-----------\|
36	\| Financial \| Revenue quality, customer concentration, burn rate \| >30% revenue from 1 customer \|
37	\| Technical \| Code quality, tech debt, architecture fit \| Monolith with no tests \|
38	\| Legal \| IP ownership, pending litigation, contracts \| Key IP owned by individuals \|
39	\| People \| Key person risk, culture fit, retention risk \| Founders have no lockup/earnout \|
40	\| Market \| Market position, competitive threats \| Declining market share \|
41	\| Customers \| Churn rate, NPS, contract terms \| High churn, short contracts \|
42
43	### Valuation Approaches
44
45	The ranges below are illustrative, not current market data — always verify against current market comps before using them in a model or negotiation.
46
47	- Revenue multiple: Industry-dependent (illustrative range: 2-15x ARR for SaaS, varying with growth rate, NRR, and rate environment)
48	- Comparable transactions: What similar companies sold for — the most defensible anchor
49	- DCF: For profitable companies only (most startups: use multiples)
50	- Acqui-hire: Illustrative range: $1-3M per engineer in hot talent markets
51
52	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.
53
54	### Integration Frameworks
55	See `references/integration-playbook.md` for the 100-day integration plan.
56
57	## When You're Being Acquired
58
59	### Readiness Signals
60	- Inbound interest from strategic buyers
61	- Market consolidation happening around you
62	- Fundraising becomes harder than operating
63	- Founder ready for a transition
64
65	### Preparation (6-12 months before)
66	1. Clean up financials (audited if possible)
67	2. Document all IP and contracts
68	3. Reduce customer concentration
69	4. Lock up key employees
70	5. Build the data room
71	6. Engage an M&A advisor
72
73	### Negotiation Points
74	\| Term \| What to Watch \| Your Leverage \|
75	\|------\|--------------\|---------------\|
76	\| Valuation \| Earnout traps (unreachable targets) \| Multiple competing offers \|
77	\| Earnout \| Milestone definitions, measurement period \| Cash-heavy vs earnout-heavy split \|
78	\| Lockup \| Duration, conditions \| Your replaceability \|
79	\| Rep & warranties \| Scope of liability \| Escrow vs indemnification cap \|
80	\| Employee retention \| Who gets offers, at what terms \| Key person dependencies \|
81
82	## Red Flags (Both Sides)
83
84	- No clear strategic rationale beyond "it's a good deal"
85	- Culture clash visible during due diligence and ignored
86	- Key people not locked in before close
87	- Integration plan doesn't exist or is "we'll figure it out"
88	- Valuation based on projections, not actuals
89
90	## Verification Loop (before any LOI or signature)
91
92	This skill frames the deal; two sibling skills verify it. Hand off — don't duplicate:
93
94	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.
95	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.
96	3. Valuation math → `cfo-advisor` tools for the quantitative model; this playbook stays qualitative.
97
98	Loop the findings back into the negotiation-points table above before the next counter.
99
100	## Integration with C-Suite Roles
101
102	\| Role \| Contribution to M&A \|
103	\|------\|-------------------\|
104	\| CEO \| Strategic rationale, negotiation lead \|
105	\| CFO \| Valuation, deal structure, financing \|
106	\| GC \| LOI/term sheet review, contract risk scan, regulatory triggers \|
107	\| CDO \| Data diligence: training-data rights, data-asset valuation \|
108	\| CTO \| Technical due diligence, integration architecture \|
109	\| CHRO \| People due diligence, retention planning \|
110	\| COO \| Integration execution, process merge \|
111	\| CPO \| Product roadmap impact, customer overlap \|
112
113	## Resources
114	- `references/integration-playbook.md` — 100-day post-acquisition integration plan
115	- `references/due-diligence-checklist.md` — comprehensive DD checklist by domain
116	- `../general-counsel-advisor/SKILL.md` — term sheet analyzer + contract risk scanner
117	- `../chief-data-officer-advisor/SKILL.md` — data diligence + data-asset valuation
118