Stress-test the M&A thesis before term sheet momentum locks the story.
Deal rooms reward narrative speed. The thesis usually breaks on synergy math that assumes a clean customer overlap, cultural and systems integration risk with no owner, counsel issues buried in a footnote, or a competitor response the model never priced. Sunk diligence cost is not evidence the thesis is true.
What the thesis must survive
Name the strategic reason in one sentence. Separate revenue synergy, cost synergy, and defensive value. State what would reverse the recommendation. If those four lines are fuzzy, the war game will only amplify fog.
Also separate the thesis from the process. Process can look green while the thesis is red: exclusivity clocks, banker timelines, and internal political capital all push toward yes. The review has to privilege evidence over calendar pressure.
Seats and exhibits
- Finance: cash, earnout, and what breaks if synergy timing slips two quarters.
- Counsel: structure, disclosure, and deal-breaking contingencies.
- Customer: concentration, switching, and trust after the announcement.
- Integration: systems, people, and the first ninety days.
- Competitor: cheapest counter and the talent or customer poach path.
Attach the model, pipeline proof, key contracts, and the integration sketch you would actually run. If a synergy line has no named owner and no leading indicator, mark it as aspirational before the models do.
Run the attack
Put the pack into Pingpong with instructions to attack the thesis, list missing evidence, and propose the smallest change that would still justify the deal. Use sequential passes so finance and counsel can score earlier optimism. Keep a short conflict map: which seats block, which facts would move a blocker, and which synergies should be cut from the story until proven.
Price the walk-away. If the review cannot state what you would do with the same capital and leadership attention without the deal, the thesis is incomplete. A clean walk-away story is often the strongest way to expose weak synergies, because it forces a comparison instead of a lonely narrative about the target.
Cross-link before you acquire, war-game your strategy, multi-perspective strategy review, pre-mortem, CEO decision review, and AI review for general counsel. Walkthrough: first review.