M&A EXECUTION
PROGRAM
The complete CFO's reference series for deal execution — from structural engineering and valuation to quality of earnings and post-close integration.
Part 01
SYLLABUS READY
Deal Foundations
Structural Engineering
How the choice between Asset Purchase, Stock Purchase, and Merger determines who pays the taxes, who
assumes the liabilities, and how much the deal is truly worth.
9/10
Complexity
10
Pages
Part 02
SYLLABUS READY
The Letter of Intent
Valuation & Negotiation
How to structure an LOI that protects your position without killing the deal — and how to anchor
valuation using EBITDA multiples, DCF, and the holdback trap.
9/10
Complexity
10
Pages
Part 03
SYLLABUS READY
Quality of Earnings I
Revenue & Gross Margin
How to dissect reported revenue, identify channel-stuffed revenue, stress-test gross margins, and build
a defensible pro-forma EBITDA bridge.
10/10
Complexity
10
Pages
Part 04
SYLLABUS READY
Quality of Earnings II
Expenses & Add-Backs
How to normalize owner compensation, identify and challenge add-backs, and build the final adjusted
pro-forma income statement that drives the price.
10/10
Complexity
10
Pages
Part 05
SYLLABUS READY
The NWC Peg
Working Capital & Closing Mechanics
How to define NWC, set the target, identify excluded items, and avoid the most common mistakes that move
millions of dollars at the closing table.
10/10
Complexity
6
Pages
Part 06
COMING SOON
Module Initializing
Research in Progress
This module is currently under development. The full syllabus and PDF guide will be released shortly as
part of the 12-part M&A execution series.
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Complexity
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Pages
Part 07
SYLLABUS READY
The Purchase Agreement
Legal Guardrails
Representations, warranties, baskets, caps, survival periods, and indemnification — the CFO's legal
guardrail framework for risk allocation.
10/10
Complexity
6
Pages
Part 08
SYLLABUS READY
Bridging the Gap
Earnouts & Rollovers
How to use earnouts and rollover equity to close valuation gaps, including design, milestone metrics,
catch-up provisions, and pari passu rights.
9/10
Complexity
6
Pages
Part 09
SYLLABUS READY
Purchase Price Allocation
ASC 805 & Intangibles
The acquisition method under ASC 805, the PPA process, valuing identifiable intangibles, and the
treatment of goodwill including impairment testing.
10/10
Complexity
6
Pages
Part 10
SYLLABUS READY
Consolidation Mechanics
Opening Balance Sheet
Preparing the consolidated opening balance sheet, eliminating intercompany transactions, fair value
step-ups, and push-down accounting.
10/10
Complexity
8
Pages
Part 11
SYLLABUS READY
Integration Financials
The First 100 Days
Managing synergies, dyssynergies, one-time costs, and adjusted EBITDA during the integration period.
Reporting frameworks for boards.
9/10
Complexity
8
Pages
Part 12
SYLLABUS READY
Tax & Audit Wrap-Up
Post-Close Obligations
Auditing the opening balance sheet, the NWC true-up process, independent accountant arbitration, and
post-close tax compliance.
10/10
Complexity
10
Pages
M&A Mastery Framework
| Session | Topic | CFO's Primary Decision | Biggest Risk |
|---|---|---|---|
| 01 | Deal Structure | Asset vs. Stock vs. 338(h)(10) | Double-tax trap destroys seller value |
| 02 | LOI & Valuation | Anchor valuation range; limit exclusivity | Re-trading after LOI exclusivity |
| 03 | QofE — Revenue | Identify non-recurring revenue; proof of cash | Channel stuffing inflates EBITDA |
| 04 | QofE — Expenses | Challenge every add-back; defend ones | SBC and run-rate adjustments |
| 05 | NWC Peg | Set 12-month trailing average | Seasonal timing destroys value |
| 06 | NWC Components | Age AR; test inventory; verify accruals | AP stretching inflates NWC artificially |
| 07 | Purchase Agreement | Negotiate baskets, caps, survival periods | Environmental or IP breach exceeds cap |
| 08 | Earnouts & Rollovers | Design catch-up provisions; enforce CRE | Buyer sandbagging on earnout metrics |
| 09 | PPA / ASC 805 | Commission valuation; document assumptions | Goodwill impairment if deal thesis fails |
| 10 | Consolidation | Execute elimination entries; manage FX | Intercompany balances not identified |
| 11 | First 100 Days | Separate integration costs from operations | EMR/system migration cost overruns |
| 12 | Post-Close Wrap-Up | NWC true-up; OBS audit; tax filings | Section 382 NOL limitation not analyzed |