Some transactions teach their final lesson only after you refuse to close them. The exit was the discipline. For a long time, I thought the measure of a successful acquisition process was whether the deal closed. I do not believe that anymore. A transaction can consume months. Require counsel. Absorb real expense. Invite emotional commitment. … Continue reading Walking Away Was Not the Failure. It Was the Win.
Deal Attachment
Relief Is Sometimes the Clearest Due Diligence Signal
If the dominant emotion after walking away is relief, that should tell you something. Sometimes your nervous system understands the deal before your language catches up. When a deal dies, people often assume the buyer feels one thing above all else: disappointment. Sometimes that is true. But not always. In one acquisition process I went … Continue reading Relief Is Sometimes the Clearest Due Diligence Signal
A Six-Figure Sunk Cost Can Still Be Cheaper Than Closing the Wrong Deal
Walking away expensively can still be far less expensive than staying in foolishly. Not every loss is a bad loss. One of the hardest things in dealmaking is recognizing that money already spent should not be allowed to make the next decision for you. That sounds obvious in theory. It feels much less obvious when … Continue reading A Six-Figure Sunk Cost Can Still Be Cheaper Than Closing the Wrong Deal
Some Seller Behavior Tells You More at the End Than It Did at the Beginning
The final stage of a transaction often reveals whether the seller truly wants a deal—or control without consequence. Closing pressure has a way of exposing what early optimism concealed. Early-stage deal behavior can be misleading. At the beginning, almost everyone is incentivized to be cooperative. Flexible Constructive. Responsive enough to keep the process alive. That … Continue reading Some Seller Behavior Tells You More at the End Than It Did at the Beginning
Counsel Often Sees Clearly What the Buyer Is Too Invested to See
One of the most valuable people in a deal is the one who is not emotionally attached to the outcome. Distance is sometimes the clearest form of vision. Buyers do not enter deals as neutral observers. They enter with hope. Strategy. Imagination. Momentum. Sunk time. Sunk expense.A future already partially pictured in their minds. That … Continue reading Counsel Often Sees Clearly What the Buyer Is Too Invested to See
Late-Stage Chaos Is Often a Signal, Not a Coincidence
When the most basic questions become unstable right before closing, buyers should pay attention. The timing of the problem does not make it smaller. It makes it louder. One of the most dangerous instincts in dealmaking is the urge to minimize late-stage chaos simply because the deal is already close. People say things like: “We … Continue reading Late-Stage Chaos Is Often a Signal, Not a Coincidence
Transferability Should Never Be Assumed
Some of the most expensive assumptions in a deal are not about price. They are about what will carry over after control changes. Continuity is not automatic just because everyone wants it to be. In many service-business acquisitions, the most important asset is not physical. It is continuity. Continuity of customer behavior. Continuity of data … Continue reading Transferability Should Never Be Assumed
Representations Become Dangerous When Documentation Never Arrives
A representation can get a deal started. It cannot carry one safely to closing. Early in a transaction, representations are normal. That is how many deals begin. The seller explains the business. The buyer asks questions. The process moves on the strength of what is said, what is described, and what both sides believe can … Continue reading Representations Become Dangerous When Documentation Never Arrives
When the Value Is Mostly Goodwill, Proof Matters More Than Ever
The less tangible the deal, the less room there is for vague assurances. Goodwill is not a substitute for evidence. Some acquisitions are supported by hard assets. Equipment. Inventory. Real estate. Protected intellectual property. Documented infrastructure. And then there are deals where the value is mostly something else: cash flow, expected continuity, customer relationships, access, … Continue reading When the Value Is Mostly Goodwill, Proof Matters More Than Ever
The Closer We Got to Closing, the Less Clear the Asset Became
One of the most revealing moments in a deal is when you realize the documents are moving forward faster than the clarity is. Sometimes the deal does not get stronger as it approaches closing. It gets foggier. I was once involved in the acquisition of a service business that, on paper, appeared strategically attractive. The … Continue reading The Closer We Got to Closing, the Less Clear the Asset Became
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