Ma Playbook

What the source does

• FilesystemNone observedNo reads or writes in the source
• NetworkNone observedNo outbound calls in the source
• ShellNone observedNo commands run in the source
• DependenciesPinnedNothing floats
• SecretsNone foundNo keys in source

Five audit layers

Gates applied: no behavioural pass.

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.codex/skills/ab-test-setup

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Audit 0.4.1 · source sha 6e3fcbdbb5cf · 19 Oct 2026Report an issue or request a re-scan

• Publisherborghei GitHub userOwner of the repository this skill is read from
• Source folderborghei/Claude-Skills/c-level-advisor/ma-playbookThe exact folder we audited
• LicenceNOASSERTIONAs the repository states it
• Commit pinned for this verdict6e3fcbdbb5cfA new audit runs when the source changes
• Repository statusNot archivedLast push 12 days ago
• Sandboxed runNot runSkills are read, not executed; layer L4 is skipped

Its description: M&A strategy for acquiring companies or being acquired. Use when evaluating acquisitions, preparing to be acquired, conducting due diligence, planning integration, or negotiating deal terms (valuation, LOI, earnout,…

---
name: ma-playbook
description: >
  M&A strategy for acquiring companies or being acquired. Use when evaluating
  acquisitions, preparing to be acquired, conducting due diligence, planning
  integration, or negotiating deal terms (valuation, LOI, earnout, deal
  structure).
license: MIT + Commons Clause
metadata:
  version: 2.0.0
  author: borghei
  category: c-level
  domain: ma-strategy
  updated: 2026-03-09
  frameworks:
    - acquisition-playbook
    - due-diligence-framework
    - valuation-methods
    - integration-100-day
    - being-acquired-playbook
    - deal-structure
  triggers:
    - M&A
    - merger
    - acquisition
    - acquire
    - acqui-hire
    - due diligence
    - valuation
    - LOI
    - letter of intent
    - term sheet
    - earnout
    - integration
    - deal structure
    - buy a company
    - being acquired
    - selling the company
    - exit strategy
    - data room
---
# M&A Playbook

Frameworks for both sides of M&A: acquiring companies and being acquired. Every M&A decision starts with strategic rationale -- without it, you are buying problems.

## Keywords

M&A, mergers and acquisitions, due diligence, acquisition, acqui-hire, integration, deal structure, valuation, LOI, term sheet, earnout, data room, strategic rationale, post-merger integration, buyer, seller, exit

---

## Clarify First

Before generating, confirm these inputs. If any is unknown or vague, ASK — do not assume:

- [ ] **Which side of the deal** (acquiring vs. being acquired) — the entire playbook, checklists, and red flags differ by side
- [ ] **Which deliverable is needed** (strategic rationale, due diligence, valuation, deal structure, 100-day integration, or sell-side prep) — each has its own framework
- [ ] **What you are really buying or selling** (talent, technology, customers, or market access) — drives the rationale test, the buy-vs-build call, and where DD focuses
- [ ] **The target's core financials** (ARR, growth rate, NRR, customer concentration) — valuation multiples and adjustment factors are keyed to these

Stop rule: ask only the 2-3 that most change the output. If the user says "just draft it," proceed and list your assumptions at the top of the artifact.

---

## Acquiring: Decision Framework

### Strategic Rationale Decision Tree

```
START: Acquisition opportunity identified
  |
  v
[What are you really buying?]
  |
  +-- TALENT (acqui-hire)
  |     Cost: $1-3M per key engineer
  |     Timeline: 1-3 months
  |     Risk: Key people leave after lockup
  |
  +-- TECHNOLOGY (product/IP)
  |     Cost: Revenue multiple or technology valuation
  |     Timeline: 3-6 months
  |     Risk: Technology doesn't integrate, team leaves
  |
  +-- CUSTOMERS (market share)
  |     Cost: Revenue multiple (higher for sticky customers)
  |     Timeline: 3-6 months
  |     Risk: Customers churn during transition
  |
  +-- MARKET ACCESS (geographic or vertical)
        Cost: Strategic premium
        Timeline: 6-12 months
        Risk: Market assumptions wrong, cultural clash

For ALL types, ask:
  "Can we build this faster and cheaper?" If YES --> Don't acquire.
  "Is integration complexity worth the shortcut?" If NO --> Don't acquire.
```

### Buy vs. Build Analysis

| Factor | Buy | Build |
|--------|-----|-------|
| Time to market | Fast (months) | Slow (years) |
| Cost | Higher upfront, uncertain total | Lower upfront, predictable |
| Risk | Integration risk, culture clash, key person departure | Execution risk, market timing |
| Control | Lower (inheriting systems and culture) | Higher (building from scratch) |
| Team | Get experienced team immediately | Build team to your culture |

**Decision rule**: Buy when time-to-market matters more than cost. Build when control and culture matter more than speed.

---

## Due Diligence Framework

### Due Diligence by Domain

| Domain | Key Questions | Red Flags | Owner |
|--------|--------------|-----------|-------|
| **Financial** | Revenue quality? Customer concentration? Burn rate? Deferred revenue? | > 30% from 1 customer; declining margins; hidden liabilities | CFO |
| **Technical** | Code quality? Tech debt? Architecture fit? Security posture? | Monolith with no tests; no CI/CD; critical security gaps | CTO |
| **Legal** | IP ownership? Pending litigation? Contract assignability? | Key IP owned by individuals; active lawsuits; non-assignable contracts | Legal counsel |
| **People** | Key person risk? Culture fit? Retention likelihood? | Founders with no lockup; team wants to leave; culture mismatch | CHRO |
| **Market** | Market position? Competitive threats? Customer satisfaction? | Declining market share; commoditizing market; low NPS | CEO/CPO |
| **Customers** | Churn rate? NPS? Contract terms? Expansion potential? | High churn; short contracts; declining usage | CRO/CPO |
| **Product** | PMF evidence? Roadmap alignment? Technical overlap? | No retention data; divergent roadmap; redundant technology | CPO |
| **Security** | Compliance status? Incident history? Data practices? | No SOC 2; history of breaches; poor data handling | CISO |

### Due Diligence Priority Matrix

| Priority | Items | Timeline |
|----------|-------|----------|
| 1 (Deal-breaker) | Financial accuracy, IP ownership, litigation, key person risk | Week 1-2 |
| 2 (Valuation impact) | Revenue quality, churn, tech debt, customer concentration | Week 2-4 |
| 3 (Integration planning) | Culture assessment, technical architecture, process overlap | Week 3-6 |
| 4 (Post-close optimization) | Operational efficiency, vendor contracts, tool consolidation | Week 4-8 |

### Financial Due Diligence Deep Dive

| Metric | What to Verify | Red Flag |
|--------|---------------|----------|
| Revenue recognition | Is revenue recognized properly? Deferred revenue accurate? | Aggressive recognition inflating ARR |
| Customer quality | Weighted average contract length and renewal rate | Short contracts, declining renewals |
| Cohort retention | Do older cohorts retain better or wor

Excerpt, first 6,000 characters of SKILL.md, verbatim from the audited commit. It is text from someone else’s repository, quoted so you can judge it before your agent reads it.

git clone https://github.com/borghei/Claude-Skills
git -C Claude-Skills checkout 6e3fcbdbb5cf

Works in

1. 2026-10-19
   !CAUTION B 89 / 100

   first audit · source 6e3fcbdbb5cf

Questions about Ma Playbook

• github.com/borghei/Claude-Skills/tree/main/c-level-advisor/ma-pl — the audited source at commit 6e3fcbdbb5cf and every finding aboveObserved · 19 Oct 2026

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