The Tier-Rotation Curve: A Theory of Brand-Substrate Decoupling and Its M&A-Value Geometry

When founders exit branded firms, outcomes diverge even among comparable principals. This paper attributes that variation to the share of brand conviction (factual, not evaluative) externalized from the founder into organizational routines, guidelines, decision rights, and trademarks an acquirer can own independently. Brand signal accumulates in this organizational substrate along a logistic trajectory governed by knowledge-externalization effort, a cold-start offset, and sector substitutability. Acquirer willingness-to-pay is piecewise in this share around a separability threshold: below it, founder-flight risk produces discounts and earnouts; above it, the brand commands a premium increasing with sector substitutability. First, the model derives a non-monotonic value geometry with a slope discontinuity at the threshold, yielding within-founder longitudinal predictions unavailable to cross-sectional human-capital or succession-discount theories – a sharp empirical wedge. Second, it grounds accumulation in Nonaka and Takeuchi’s (1995) SECI externalization mechanism and derives four observable proxies – 10-K language, advertising allocation, media salience, and trademark composition – distinguishing it from quality-based accounts. Third, it endogenizes the RBV’s differential-mobility assumption for brand assets, extending the dynamic capabilities tradition (Eisenhardt & Martin, 2000; Teece et al., 1997) by specifying the mechanism, threshold, and sector moderator governing when sticky brand resources become separable. Four boundary objects illustrate the theory, yielding five falsifiable propositions. Includes zharnikov-2026ai-tier-rotation.yaml (Paper Spec v0.1.0) – a machine-readable specification of the paper's claims, assumptions, and dependencies. The paper's full machine-first bundle (the SPINE claim/dependency graph and the ONTOLOGY term module) lives in the public repository; see https://github.com/spectralbranding/paper-spec for the standard. This PDF is generated programmatically from that machine-first source under a research-as-repository model.