ma-sign-off-checklist

Sales M&A Planner — Sign-off Checklist

Use before issuing LOI, before entering confirmatory diligence, and before close.

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A) Thesis fit quality (Sales-owned)

• Target clearly matches tuck-in/bolt-on thesis.
• Target fits niche criteria (vertical and/or platform and/or technical specialty).
• Seller transition intent is explicit and credible.
• Rationale for “why this target now” is documented.

B) Financial and commercial quality (Finance-owned)

• 3-year revenue and EBITDA trend validated.
• QoE-lite checks completed with no unresolved critical gaps.
• Client concentration risk quantified and acceptable (or mitigated).
• Valuation range, structure, and downside case reviewed.
• Working-capital methodology and adjustment logic are explicit.

C) Delivery and integration buildability (Delivery/Integration-owned)

• Capability map confirms accretive fit to current service lines.
• Founder dependency risk has a transition plan.
• Day 1 operating plan is written and owner-assigned.
• Day 100 integration milestones and KPIs are defined.
• Workflow C plan (ma-workflow-c-delivery-integration.md) is completed for this deal.
• Operator/GM lane assignment into existing Brainforge delivery structure is explicit.
• Account handoff map is complete and aligned to delivery operating coverage.

D) Governance and approvals

• No hard guardrails are violated.
• Any exceptions include deliberate-planning gate package.
• Required approvers have signed off for current stage.
• Stage transition and rationale are logged in system of record.

E) LOI precision checks (required before LOI signature)

• ma-loi-playbook.md completed and attached to deal room.
• LOI includes explicit treatment for economics, diligence scope, and exclusivity.
• LOI includes headline legal-risk allocation (reps/warranties, indemnity concept, escrow/holdback concept if applicable).
• Founder/leadership transition expectations and integration guardrails are explicit in LOI.
• LOI includes Workflow C cooperation obligations and milestone definitions.
• Top 10 “deal can die” risks are logged with owner + mitigation.

F) Close readiness

• Confirmatory diligence issues are closed or accepted with mitigation.
• Legal structure and transaction documents are aligned with approved terms.
• Internal communications plan and external messaging plan are ready.
• Post-close operating cadence and first review date are set.

G) Agency investor checklist completion (required)

• ma-agency-investor-checklist.md is completed for this target.
• Every checklist question has an explicit answer or a dated owner-assigned follow-up.
• Critical unanswered checklist questions count is 0 at stage approval.
• Checklist has been refreshed after confirmatory diligence changes.

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Sign-off record

• Deal Lead (Sales): [ ]
• Finance Lead: [ ]
• Delivery/Service Lead: [ ]
• Legal/Operations Lead: [ ]
• Integration Lead: [ ]
• CEO (or delegated final approver): [ ]
• Date: [ ]
• Target: [ ]
• Stage approved: [LOI | Confirmatory Diligence | Close]