The M&A Playbook
Ten rules I'd give any executive before they sign.
A short list of operating principles, distilled from thirty-plus transactions across four continents — the lessons that survived contact with reality.
30+ Completed transactions - 4 Continents - 20+ Years as an operator - 12 Books authored
Foreword
Most M&A frameworks are written from the outside in — by advisors describing what should happen. These ten rules are written from the inside out. They are the things I would tell a CEO, a CFO, or a board chair the night before a deal closes, if I had only ten minutes to be useful.
None of them are theoretical. Each one is here because I have watched the absence of it cost real money, real talent, and real time. They are not in order of importance. They are interlocking. Break one, and the others get harder.
01 Discipline
Don't fall in love with the target. Otherwise, you will overpay.
The moment a deal becomes personal, your discount rate quietly disappears. You start solving for completion rather than for value. The price you justify in your own head is almost never the price the business is worth — and the gap between those two numbers is what destroys returns.
02 People
Focus on the team. The right people in the right role can make anything work.
The right people in the right roles can make almost any thesis work. The wrong people can make even the cleanest model fail. Spend more time on who will run the combined business than on which IT system gets retired first — that conversation has a much shorter half-life than people think.
03 Expertise
Find the best experts. Don't try to solve everything by yourself.
Tax, legal, regulatory, cultural, technical — every transaction has at least three domains where you are not the right person to be the smartest in the room. The cost of the right specialist is almost always trivial compared to the cost of a missed liability or a botched structure.
04 Process
Follow a process and focus on adding value. Stop the process if it doesn't make sense.
Discipline and willingness to walk are not opposites; they are the same skill. Many of the best deals I have been part of were the ones we said no to. The cost of a disciplined "no" is always lower than the cost of a polite "yes" you regret for five years.
05 Reality
Be ready for surprises. You will find unexpected news after the closing.
Something you didn't see in due diligence will appear after the closing. Sometimes within a week. The question is not whether — it is how fast you respond, how clearly you communicate it, and whether your integration plan has the slack to absorb it without throwing everything else off course.
06 Priorities
Manage based on priorities. Don't try to solve everything on day 1 of the integration.
Day 1 is a signal moment, not a deadline. The teams that try to do everything in the first ninety days end up doing most of it badly. Pick the three or four things that have to be true at the end of the first year — and protect those decisions from the noise of everything else.
07 Communication
You cannot overcommunicate during change. Be proactive and clear in your communication, especially during restructuring.
In the absence of clear messages from leadership, the organization writes its own — and the version it writes is almost always worse than the truth. Be proactive. Be specific. Repeat yourself more than feels comfortable. During restructuring, silence is not neutral; it is interpreted, and rarely in your favor.
08 Leverage
Manage people, not Excel sheets. People and processes are the leading indicators. Financial results follow.
People and processes are the leading indicators. Financial results are the lagging ones — they are the consequence, not the cause. The team that obsesses over the model and ignores the operating cadence will see the variance show up two quarters later, in the place they are no longer looking.
09 Resolve
Having a problem is not a problem. Not solving it is.
Every transaction generates a list of unwelcome surprises. The teams that succeed are not the ones that avoid them — they are the ones that name them quickly, escalate them honestly, and move. The longer a problem stays in the comfortable category of "we'll get to it," the more expensive it becomes.
10 Focus
Keep your eye on the value capture. Don't get distracted.
Value creation is the potential. Value capture is what actually shows up in the P&L. The two are not the same, and the gap between them is closed by deliberate, repeated, unglamorous attention to the handful of decisions that really matter. Everything else is noise dressed as urgency.
“Most deals don’t fail in the boardroom. They fail in the eighteen months after — when discipline gets quiet, and the rules get optional.”