Contracts transfer.Titles transfer.Equity transfers. Employment does not. People stay by choice. Choice determines continuity.

Most overpaid deals didn’t fail mathematically. They failed because the people who generated the earnings didn’t stay. That’s not market volatility.That’s human capital risk. Value walks.

Earnings don’t disappear overnight. They become uncertain. Uncertainty increases risk — and risk reduces value. Risk reshapes value.

Premium prices assume premium certainty. If continuity hasn’t been secured, the premium is speculation — not investment. Price reflects certainty.

Spreadsheets capture numbers. They don’t capture:• Trust• Institutional knowledge• Client confidence Those live in people — not formulas. People drive performance.

Every income-based valuation assumes stability:• In operations• In relationships• In talent When those assumptions break, the valuation no longer reflects reality. Assumptions carry weight.

Goodwill represents expected future earnings. Expectations rely on continuity.Continuity relies on people. When people leave, goodwill doesn’t “dip.”It collapses. Goodwill is conditional.

Here’s the lesson experienced buyers and valuation professionals learn early: If earnings are transferable, goodwill is durable.If earnings are people-dependent, goodwill is conditional. And conditions must be secured — not presumed. People are not acquired.They decide. Goodwill is earned after closing.

Most failed deals don’t collapse because of bad math. They collapse because of untested assumptions. Assuming key employees will stay — without asking, aligning, or securing commitment — is one of the most common reasons goodwill fails to materialize. That’s not bad luck.That’s incomplete diligence. Assumptions deserve scrutiny.