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技能 产品商业 并购兼并策略手册

并购兼并策略手册

v20260404
ma-playbook
本手册是一份全面的并购（M&A）流程指南，覆盖了无论是作为收购方还是被收购方的所有关键环节。它详细提供了尽职调查（财务、技术、法律、人员）、估值方法、谈判要点以及交易后的整合规划。是为企业高管和战略团队设计的，用于系统化评估和执行并购策略。
并购 兼并 收购 尽职调查 估值 战略 整合 交易结构
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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

  • Revenue multiple: Industry-dependent (2-15x ARR for SaaS)
  • Comparable transactions: What similar companies sold for
  • DCF: For profitable companies only (most startups: use multiples)
  • Acqui-hire: $1-3M per engineer in hot markets

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

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

Integration with C-Suite Roles

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

Resources

  • references/integration-playbook.md — 100-day post-acquisition integration plan
  • references/due-diligence-checklist.md — comprehensive DD checklist by domain
信息
Category 产品商业
Name ma-playbook
版本 v20260404
大小 7.05KB
Source alirezarezvani/claude-skills
更新时间 2026-04-17
语言
简体中文
English