M&A topic guide
Deal structure & negotiation
Separate price from funding, compare forms of consideration, and assign unresolved risks before committing to acquisition terms.
The decision to make
What is the buyer paying, when must it be funded, and which risks does each party retain under the proposed terms?
Bridge the headline price to the bargain
Use the LOI Economics & Risk Allocator to reconcile enterprise value, debt and cash adjustments, working capital, consideration, seller proceeds, and closing funding. Compare cash, shares, rollover, seller financing, earnouts, and holdbacks on their payment and risk terms.
Compare obligations as well as amounts
Two offers with the same headline value can transfer very different risk. Record when each payment is due, the conditions that could change it, who controls the outcome, and what happens if the condition is not met.
Give each open term an owner and a decision consequence. Distinguish signing conditions from closing conditions and Day 1 operating requirements. A concession should be evaluated with the economic or practical exposure it creates.
Connect the terms to the approval
Use Capital Allocation & Deal Affordability Tool for the buyer’s funding limits and private ceiling. Feed diligence findings into price adjustments, protections, or a decision to stop. The M&A Investment Committee Memo: From Analysis to Approval records the terms and conditions actually authorized.
For a separated business, the Carve-Out Perimeter & TSA Planner connects the purchase perimeter to temporary services, costs, and the path to independence.
Transaction stages · All ten topics · Downloads
By Mike Ye · Updated September 10, 2026