Some deals close with universal smiles.

• Buyer gets the keys.
• Seller gets paid.
• Broker gets the fee.
• Lender gets the loan booked.

And the problem is… that is not the same thing as a good deal.

Because a closing can be engineered even when the economics are weak. You can negotiate terms, stretch assumptions, layer optimism onto projections, and “solve” objections through structure.

But you can’t structure your way out of a business that doesn’t produce enough cash flow to justify its price.

When everyone’s incentives are aligned toward getting the deal done, the deal can move forward even when it shouldn’t.

That’s the moral hazard.

The deal survives scrutiny not because it’s strong—but because the people involved have reasons to want it to survive.

And when that happens, value destruction doesn’t occur at closing.

It occurs quietly afterward, when the business has to start paying for the premium that optimism demanded.