New Release — 2026
The M&A Playbook
How mergers and acquisitions get done—from both sides of the table.
Over 100 transactions. One hard truth: the bite was never in the nature. It was always in the spreadsheet.
Ten Lines. One Book.
The bite isn't cruelty. It's a spreadsheet you never read.
Know the other side's framework before they know yours.
Gratitude has no remedy at law. Only terms do.
Every valuation is an argument wearing the costume of arithmetic.
The warmest sentence at the table is the most expensive one.
The professional doesn't ask if the counterparty is trustworthy. She asks what they will rationally do.
A deal is two decision frameworks meeting under pressure.
Reveal what you can't take back last. Stage everything.
The signing dinner is not the finish line. The first ninety days are.
Read this from both chairs. Because in your career, you will sit in each.
Audience
Whether you're acquiring, selling, advising, or financing — this book is written from your chair.
Founders & Owners
You've built something real. Now the buyer across the table has done this a hundred times. You need to know their framework before you hand across the irreversible things.
Operators & Executives
Every acquisition is a forecast about a business you don't fully understand yet. This book teaches you where the real risks hide — not in the CIM, but in the incentives the seller never disclosed.
Deal Professionals
Bankers, lawyers, accountants — the client is leaning on your read of the other side. The Counterparty Read in Chapter 2 is the framework your best clients wish you'd built for them.
Private Equity
You know the mechanics. What this book adds is the behavioral layer — why sellers reach for the wrong protections, and how to structure deals where the other side's rational move is cooperation, not defection.
Finance Students & Associates
The case studies in M&A courses don't tell you what happens in the room. This one does. Read it before your first deal — you'll recognize every scene before it arrives.
Business Leaders
Understanding how deals really work changes how you negotiate partnerships, structure contracts, and read the people across every important table in your career.
Why read it
Not a principles list. Not a framework dump. These are the ten shifts that stay with practitioners after the last page.
It starts before the table. Most deal books open at the LOI. This one opens at the moment you first decide whether you even need to deal — and what the other side already decided before you walked in.
It's written from both chairs. Buyer and seller. Farmer and snake. In your career you will occupy each one, sometimes in the same year. This book is the only one that shows you both.
The Counterparty Read. A four-column framework for modeling the other side's decision before they make it — incentives, constraints, alternatives, and their forecast of what you will do to them after close.
The QoE battlefield, explained plainly. Every dollar of defended earnings is worth a turn of the multiple. Chapter 3 shows where the real fight lives — not in the headline multiple, but in the number underneath it.
Seven deal laws you can quote. Each one argued in full, then revisited at the close. The sentence you reach for when everything moves fast and there's no time to think.
The earnout chapter no lawyer will write. Whoever controls the metric controls the earnout. Chapter 6 shows how escrows, reps, and earnouts are engineered before you sign — not disputed after.
The post-close chapter everyone skips. Value is won or lost in the ninety days after the handshake. Chapter 7 is the one most deal books don't have the nerve to write.
The mirror chapter. At some point in your career, you were the snake. Chapter 8 asks whether the hand you bit would have stayed open — and what that means now.
The full playbook in one chapter. Chapter 9 assembles every tool into a single sequence you can run on a live deal — Counterparty Read, valuation posture, structure checklist, post-close protocol.
It's written by someone who's been in the room. 100+ transactions. Big 4 public accounting. Quality of earnings analysis. This is not a business school case — it's the playbook practitioners build over years, written down.
The edge
The shelf is full of books that tell you what to negotiate. This one tells you why the other side moves the way they do — and how to price that before you sit down.
The farmer wasn't naive. He was applying the wrong model. This book replaces character-based deal thinking with incentive-based thinking — and the distinction changes everything downstream.
Covenants without the sword are but words. The deal has to carry its own enforcement inside the document, because the shadow of the future in a one-shot transaction is too short to rely on.
A turn of multiple gets the press. An accepted add-back moves the money. The real battlefield is the earnings definition, not the headline multiple.
Nobody fills in the fourth column of the Counterparty Read — what the other side believes you will do to them after close. That forecast is what causes most defections. This book shows you how to read it.
Trust is what fails. The contract was written by the side that planned ahead. Every protection in this book is structural — not because counterparties are bad, but because structural discipline is the only kind that scales.
Law 7: the best deal is the one the other side also wants to repeat. Reputation is the only enforcement that compounds — treated here as a structural asset, not a closing thought.
The number the auditor passed is the number that can unwind the deal. Materiality to an audit is not materiality to a transaction — and most sellers never understand the difference until it's too late.
No other deal book asks you to look at your own conduct from the other side's seat. Chapter 8 forces the question: have you been the counterparty you're warning others about?
Most deal value and most deal destruction happens in the first quarter after close. This book gives you the post-close chapter your integration plan is missing.
Chapter 9 assembles every tool into a single operating sequence. Not theory — a checklist you can run on a transaction that closes next month, with your name on the engagement letter.
The spine of the book
Each is argued in full in the chapter where it lives. All seven are revisited at the close. If you remember nothing else, remember these.
The bite is in the spreadsheet, not the nature. A counterparty's move is the output of incentives, not character.
Gratitude has no remedy at law. Only terms are enforceable. A favor is not consideration.
The irreversible for the revocable is never a fair trade. Price what you hand across that you can never take back.
Trust is what fails, and the contract was written by the side that planned ahead.
Whoever controls the metric controls the earnout. Define the number, or lose it.
Reveal in stages. Anything you cannot un-send, send last.
The best deal is the one the other side also wants to repeat. Reputation is the only enforcement that compounds.
From the pages
Not summaries — sentences from inside the argument.
The bite is not the snake's nature meeting your kindness. It is the snake's framework meeting yours, and in a good deal both sides ran the numbers.
Introduction
The amateur asks whether the other side is trustworthy. The professional asks what the other side will rationally do, and structures the deal so the answer does not matter.
Chapter 2
You can spend six months on your side of the table and never once look across it. Most people do.
Chapter 1
The multiple is the headline. The earnings definition is the deal.
Chapter 3
Generosity is not a binding force. It is an input to the other side's framework, and the other side will process it rationally, which sometimes means processing it against you.
Chapter 2
The escrow is the shadow of the future, manufactured and written down, because the natural one is too short to rely on.
Chapter 1
Exceptionalism has to be earned with structure, not granted on faith. If you believe your counterparty will not make the rational defecting move, say why in terms of their incentives, not their character.
Chapter 2
The number the auditor passed is the number that can unwind the deal. Small to the audit. Not small to the transaction.
Chapter 3
The benevolence was the mechanism. The warming was the cause of the bite.
Chapter 2
Write the archetype down at the start. It is the single most predictive fact in the entire transaction, and most sellers never name it.
Chapter 1
Available in
Read it the way you work. Every format, one playbook.
Because the other side already decided. And that's actually good news — if you know how to read the spreadsheet.