M&A Workflow and Triggers

Purpose: define a repeatable multi-agent/human workflow for moving agency targets from first contact to close with clear stage triggers.

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1) Core roles

• Deal Lead (Sales)
  • owns target progression and external relationship
• Finance Lead
  • owns valuation model, QoE checks, and downside cases
• Delivery/Service Lead
  • owns capability fit and integration feasibility
• Legal/Operations Lead
  • owns structure, risk controls, and close readiness
• Integration Lead
  • owns Day 1 and Day 100 execution

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2) Trigger catalog

A. Sourcing triggers

• “new target from partner intro”
• “seller exploring exit”
• “agency owner open to majority sale”

Actions:

1. Create target record.
2. Assign Deal Lead.
3. Capture thesis-fit note within 48 hours.

B. Screening triggers

• “target within EBITDA/revenue band”
• “niche matches vertical/platform/technical fit”
• “seller open to non-CEO role or transition”

Actions:

1. Run scorecard from ma-target-screening-contract.md.
2. Generate pass/hold/fail recommendation.
3. Schedule qualify call if threshold passed.

C. Diligence triggers

• “target score >= threshold”
• “seller timing and intent confirmed”

Actions:

1. Start diligence room and artifact checklist.
2. Run Phase 1: Confirm the business:
   • QoE-lite validation
   • concentration and retention validation
   • legal red-flag review
   • transferability checks (client contracts and assignment constraints)
3. Run Phase 2: Plan life together:
   • shared expectations workshop (buyer + seller)
   • founder/key-leader role and authority model
   • Day 1 and Day 100 integration workstreams
4. Produce initial valuation range + risk memo.
5. Complete ma-agency-investor-checklist.md with owner, evidence source, and open-question owners.

D. LOI triggers

• “diligence risk acceptable”
• “deal shape has viable downside protection”

Actions:

1. Draft LOI structure using ma-loi-playbook.md.
2. Validate seller transition plan.
3. Route for approval gate.
4. Confirm agency investor checklist has no unresolved critical questions.
5. On proceed-to-LOI approval, handoff to ma-deal-execution-agent-workflow.md.

E. Close and integration triggers

• “confirmatory diligence complete”
• “open red flags resolved or accepted”

Actions:

1. Final approval package.
2. Close readiness review.
3. Launch Day 1 plan and Day 100 tracker.
4. Reconfirm agency investor checklist against confirmatory diligence findings.
5. Confirm Workflow C delivery-integration artifacts are complete (ma-workflow-c-delivery-integration.md).

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3) Workflow by mode

Mode 1: Audit

1. Review pipeline stage accuracy.
2. Check required artifacts for each stage.
3. Flag blockers and stale deals.

No stage changes.

Mode 2: Plan

1. Build stage progression plan for next 2-4 weeks.
2. Define owners, due dates, and risk mitigations.
3. Prepare approval packets for expected gate decisions.

No close-significant commitments.

Mode 3: Execute

1. Move deals through approved gates.
2. Publish weekly deal review summary.
3. Reconcile forecast vs actual stage velocity.

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4) Weekly stage-gate meeting format

Each active deal must answer:

1. Why this target?
2. Why now?
3. What can break this deal?
4. What is the downside if assumptions fail?
5. Who owns next action and by when?
6. What are the top 3 ways this deal can fail in the next 30 days?

Required pre-mortem for diligence+ deals:

• maintain a “deal can die” register with top 10 failure modes
• each failure mode must have owner, early signal, mitigation, and escalation trigger

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5) Required outputs per run

Every run should return:

• run mode (audit | plan | execute)
• pipeline snapshot by stage
• blocker list with severity
• decision requests and required approvers
• integration readiness status for LOI+ deals
• agency investor checklist status per deal (completion %, critical open count, owner)