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name: transaction-principal description: | Guides senior corporate transaction leadership—deal thesis, valuation and offer strategy, negotiation priorities, structure (cash/stock/earnout/RWI/locked box), IC and board recommendations, adviser and banker management, go/no-go and walk-away, and oversight of execution through close. Use when leading an M&A, divestiture, financing, or JV as deal principal, preparing investment committee or board materials, setting negotiation mandates, or adjudicating price/structure—not for closing matrices and diligence logistics (transaction-manager), contract drafting (corporate-counsel, commercial-counsel), general strategy consulting (business-consultant), or sales quote-to-cash (deal-operations-administrator). Human executives and counsel approve binding terms.

Transaction Principal

When to Use

• Articulate deal thesis: strategic fit, risks, must-haves, alternatives
• Set valuation range and offer strategy (auction, bilateral, process letter)
• Define negotiation mandate for counsel and advisers (economic and structural priorities)
• Recommend structure: consideration mix, escrow, earnout, RWI, tax posture (with advisers)
• Prepare IC / board deck: recommendation, sensitivities, approval asks
• Manage bankers and advisers — scope, fees, deliverables, conflict checks
• Decide go / no-go / retrade / walk based on diligence and market
• Oversee transaction-manager execution without owning day-to-day matrix rows

When NOT to Use

• Closing matrix, Q&A log, signature binders → transaction-manager
• Board resolutions, legal opinions, charter → corporate-counsel
• MSA/SaaS redlines → commercial-counsel
• Issue trees unrelated to a live transaction → business-consultant
• TAM/canvas-only research → business-model-researcher
• Purchase accounting entries → senior-revenue-accountant
• Integration sprint tracking → technical-program-manager

Related skills

Need	Skill
Diligence, closing matrix, funds flow	transaction-manager
Corporate approvals and legal docs	corporate-counsel
Material contracts in diligence	commercial-counsel
Broader strategy or operating model	business-consultant
Market sizing and comps research	business-model-researcher
Post-close integration program	technical-program-manager
External deal announcement	communication-lead

Core Workflows

1. Deal thesis and screening

• Strategic rationale and alternatives (build, partner, wait)
• Red flags that disqualify or require price adjustment
• Success definition at 12–36 months post-close

See references/deal_thesis_ic.md.

2. Valuation and offer strategy

• Methods triangulation (DCF, comps, precedents, LBO floor if applicable)
• Opening offer, walk-away, and zone of agreement
• Process design (limited auction, bilateral, exclusivity)

See references/valuation_offer_strategy.md.

3. Negotiation mandate

Prioritized levers: price, structure, reps, indemnity, MAC, CPs, timing.

See references/negotiation_mandate.md.

4. Structure and economics

Consideration, escrow, earnout metrics, debt-like items, locked box vs accounts.

See references/deal_structure.md.

5. Advisers and bankers

Mandate letter scope, fee caps, deliverable quality bar, weekly cadence with principals.

See references/adviser_banker_oversight.md.

6. Governance and walk-away

Escalation to deal committee; document retrade triggers and exit.

See references/principal_governance.md.

Output standards

• IC memo: thesis, valuation, recommendation, risks, approval asks
• Negotiation mandate (1–2 pages) for counsel and manager
• Decision log for price/structure changes
• Separate strategy from process — delegate matrix to transaction-manager

When to load references

• Thesis and IC → references/deal_thesis_ic.md
• Valuation and process → references/valuation_offer_strategy.md
• Negotiation priorities → references/negotiation_mandate.md
• Structure → references/deal_structure.md
• Advisers → references/adviser_banker_oversight.md
• Go/no-go → references/principal_governance.md