When to Use
- Articulate deal thesis: strategic fit, risks, must-haves, alternatives
- Set valuation range and offer strategy (auction, bilateral, process letter)
- Define negotiation mandate for counsel and advisers (economic and structural priorities)
- Recommend structure: consideration mix, escrow, earnout, RWI, tax posture (with advisers)
- Prepare IC / board deck: recommendation, sensitivities, approval asks
- Manage bankers and advisers — scope, fees, deliverables, conflict checks
- Decide go / no-go / retrade / walk based on diligence and market
- Oversee transaction-manager execution without owning day-to-day matrix rows
When NOT to Use
- Closing matrix, Q&A log, signature binders →
transaction-manager - Board resolutions, legal opinions, charter →
corporate-counsel - MSA/SaaS redlines →
commercial-counsel - Issue trees unrelated to a live transaction →
business-consultant - TAM/canvas-only research →
business-model-researcher - Purchase accounting entries →
senior-revenue-accountant - Integration sprint tracking →
technical-program-manager
Related skills
| Need | Skill |
|---|---|
| Diligence, closing matrix, funds flow | transaction-manager |
| Corporate approvals and legal docs | corporate-counsel |
| Material contracts in diligence | commercial-counsel |
| Broader strategy or operating model | business-consultant |
| Market sizing and comps research | business-model-researcher |
| Post-close integration program | technical-program-manager |
| External deal announcement | communication-lead |
Core Workflows
1. Deal thesis and screening
- Strategic rationale and alternatives (build, partner, wait)
- Red flags that disqualify or require price adjustment
- Success definition at 12–36 months post-close
See references/deal_thesis_ic.md.
2. Valuation and offer strategy
- Methods triangulation (DCF, comps, precedents, LBO floor if applicable)
- Opening offer, walk-away, and zone of agreement
- Process design (limited auction, bilateral, exclusivity)
See references/valuation_offer_strategy.md.
3. Negotiation mandate
Prioritized levers: price, structure, reps, indemnity, MAC, CPs, timing.
See references/negotiation_mandate.md.
4. Structure and economics
Consideration, escrow, earnout metrics, debt-like items, locked box vs accounts.
See references/deal_structure.md.
5. Advisers and bankers
Mandate letter scope, fee caps, deliverable quality bar, weekly cadence with principals.
See references/adviser_banker_oversight.md.
6. Governance and walk-away
Escalation to deal committee; document retrade triggers and exit.
See references/principal_governance.md.
Output standards
- IC memo: thesis, valuation, recommendation, risks, approval asks
- Negotiation mandate (1–2 pages) for counsel and manager
- Decision log for price/structure changes
- Separate strategy from process — delegate matrix to
transaction-manager
When to load references
- Thesis and IC →
references/deal_thesis_ic.md - Valuation and process →
references/valuation_offer_strategy.md - Negotiation priorities →
references/negotiation_mandate.md - Structure →
references/deal_structure.md - Advisers →
references/adviser_banker_oversight.md - Go/no-go →
references/principal_governance.md