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.

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?

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

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

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