Mastering M&A Strategy: Allan Hartley on Building Acquisition Platforms That Create Real Value

In a recent in-depth conversation with entrepreneur and investor Sardor Umrdinov, ProtoWork Advisory Board Chairman Allan Hartley delivered a masterclass on modern M&A strategy. The discussion reveals the frameworks and operational discipline that separate successful acquisition platforms from those that fail to deliver value.

The core thesis is clear: successful roll-ups in 2026 are not about buying companies cheaply—they are about building a strong platform first and then integrating acquisitions with operational excellence. At ProtoWork, we structure our platform with wholly owned subsidiaries that retain their brand identity and operating DNA while benefiting from centralized shared services that drive margin expansion.

"The value of a roll-up comes from both revenue synergies and cost synergies," Hartley explains. "The goal is not just 1+1=3, but ideally 1+1=4." This philosophy underpins our acquisition strategy and reflects decades of hands-on experience in building and integrating businesses.

One of the most critical insights from the conversation is that acquisitions typically fail because of poor integration—not because the initial valuation was wrong. The real work begins after the letter of intent: financial integration, systems consolidation, SG&A optimization, and most importantly, people and culture alignment. At ProtoWork, we map out year two during due diligence, because most post-deal surprises stem from weak integration planning.

The discussion covers shared services as a strategic asset. Rather than duplicating support functions across every acquired business, ProtoWork centralizes HR, accounting, legal, marketing, and recruiting at the platform level. This approach not only reduces costs but can transform overhead into a profit center—a key driver of our margin expansion strategy.

On deal structure, Hartley reveals a preference for earnouts tied to gross profit rather than EBITDA. "Gross profit keeps sellers aligned with growth while avoiding disputes over expenses needed to expand the business," he notes. This alignment of incentives is essential for post-acquisition success and reflects our partnership-first approach to working with founders.

The conversation also identifies three deal-killers that stop acquisitions in their tracks: financials that do not hold up under diligence, leadership teams with incompatible philosophies, and growth plans that do not fit what the platform can realistically support. These red flags guide our rigorous due diligence process.

AI emerges as an accelerator throughout the discussion—speeding up recruiting, candidate analysis, research, and document creation. However, Hartley emphasizes that AI is a tool that enhances human decision-making, not a replacement for operational discipline and strategic execution.

For founders considering an exit or partnership, and for investors evaluating acquisition platforms, this conversation offers invaluable insights into what separates disciplined acquirers from those who destroy value. ProtoWork's approach—platform-first strategy, shared services excellence, and rigorous integration—represents the future of workforce solutions consolidation.

We invite business owners and investors who share our vision to connect with our team. Whether you are considering joining our platform or exploring investment opportunities, ProtoWork offers a partnership built on expertise, alignment, and long-term value creation.