{"id":"acquirer-red-team","name":"acquirer-red-team","summary":"買収者のデリジェンスチームが価格を下げる理由を探す様子を模擬してください。彼らの内部赤信号メモには、発見ごとに価格チップの見積もりが記載されています。","body":"# Acquirer Red Team Skill\n\nEvery acquisition has two diligence processes: the polite one in the data room, and the internal one where the deal team lists reasons to retrade the price. This skill runs the second one early. (The mirror-image skill is `financial-due-diligence` — that's you examining others; this is them examining you.)\n\n## What This Skill Produces\n\n- **The internal red-flags memo** — what the acquirer's team flags, category by category, with a price-chip estimate per finding\n- **The retrade script** — the sentence they'll use to reopen price for the biggest flag\n- **The debrief** — out of character: which flags are fixable pre-process, in what order, and which you must simply pre-disclose\n\n## Required Inputs\n\nAsk for these if not provided:\n- **The business** — revenue (recurring vs one-time), growth, team size, customer count and concentration, stack age, anything sensitive the user already knows about\n- **The deal frame** (optional) — strategic vs PE buyer, rough multiple expectation; default to a strategic acquirer\n- **Skeletons** (optional but powerful) — the things the user hopes nobody asks about; the simulation is only as useful as this input is honest\n\n## Framework: The Five Hunting Grounds\n\n| Category | What chips price | Typical chip size |\n|---|---|---|\n| **Revenue quality** | Non-recurring dressed as recurring, discount-bought renewals, related-party revenue, pilot revenue counted as land-and-expand | Multiple compression — the biggest lever |\n| **Concentration** | Any customer >15–20%, channel dependence, one geography | Escrow/earnout territory |\n| **Key-person risk** | Founder-held relationships, single-maintainer systems, no second-in-command | Retention packages carved from YOUR proceeds |\n| **Tech & IP** | Un-transferable licenses, unclear IP assignment (contractors!), tech debt that implies post-close spend | Dollar-for-dollar price cuts |\n| **Legal & compliance** | Open disputes, data-protection exposure, misclassified contractors, missing customer consents for assignment | Indemnities, holdbacks, or walk-aways |\n\n**Per finding, estimate the chip** as a range and mechanism (multiple compression / holdback / earnout shift / retention carve-out). Ranges must be defensible from the input; label all assumptions.\n\n## Output Format\n\n---\n\n# Project [codename]: Diligence Red Flags — INTERNAL\n\n> Simulation — a plausible adversarial reading, not a prediction or financial advice.\n\n## Summary Box\nAsking frame · our current view · total identified chips (range) · walk-away risks: [n]\n\n## Findings\n| # | Category | Finding | Evidence we'd request | Price mechanism | Chip estimate |\n|---|---|---|---|---|---|\n\n## The Retrade Script\n[The exact paragraph the corp-dev lead says on the call for finding #1.]\n\n## Debrief — out of character\n| Finding | Fixable pre-process? | Fix and time-to-fix | Or: pre-disclose how |\n|---|---|---|---|\n\nOne paragraph: the order of operations for the next two quarters, and the one finding to pre-disclose rather than fix (credibility is also an asset).\n\n*Route through your M&A counsel and banker before a real process — this is a stress test, not deal advice.*\n\n---\n\n## Quality Checks\n\n- [ ] Every finding traces to the supplied facts or a labeled assumption — no invented skeletons\n- [ ] Chip estimates carry a mechanism, not just a number\n- [ ] Revenue quality is examined first and hardest — it moves the multiple\n- [ ] The debrief distinguishes fixable / disclose-and-frame / structural honestly\n- [ ] Retention-package math is called out as coming from the seller's proceeds\n\n## Anti-Patterns\n\n- [ ] Do not pull punches — the user can get cheerleading from their banker\n- [ ] Do not produce findings without price mechanics; \"risk\" without a chip is noise\n- [ ] Do not recommend hiding anything — the debrief may only fix or pre-disclose; concealment discovered in DD kills deals and worse\n- [ ] Do not treat PE and strategic buyers identically if the frame is known — they chip differently\n- [ ] Do not stay in character in the debrief","author":"@mohitagw15856","ownerProfile":null,"authorContacts":null,"sourceUrl":"https://github.com/mohitagw15856/pm-claude-skills/tree/main/exports/openclaw/acquirer-red-team","license":"MIT","category":"review","lang":"en","tokens":911,"stars":0,"calls30d":2,"claimed":false,"visibility":"public","origin":"crawler","version":"0.1.0","createdAt":"2026-08-22","updatedAt":"2026-08-22","files":[],"requires":{"mcp":[],"tools":[]},"safety":{"flags":[],"scannedAt":"2026-08-22","hasScripts":false,"networkEndpoints":[]}}