9 Reasons Deals Fall Apart

Jul 2, 2024
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Selling a business can be one of the most significant and complex decisions an owner will ever make. Whether you’re moving on to new ventures, planning for retirement, or simply ready for a change, the process is fraught with potential challenges and pitfalls. In this blog, we’ll uncover the top 9 reasons deals fall apart and how to dodge these deal-breakers.

1. Price Tag Tug-of-War

Picture selling a charming neighbourhood café, only to have a buyer who wants it at a garage sale price. When sellers and buyers have wildly differing price expectations, it's like trying to use a pogo stick on a tightrope—bound to fail from the start. The seller sees years of hard work, reputation, and community building, while the buyer focuses on current cash flows and tangible assets.Bridging this gap requires patience, market knowledge, and often, a skilled mediator.

2. Due Diligence Surprises

Think your business is a goldmine? Sometimes, due diligence uncovers it’s more of a minefield. Hidden debts, pending lawsuits, or outdated equipment can quickly turn a “sure thing” into a “no thanks.” Buyers conduct thorough investigations to uncover any potential risks, and even minor discrepancies can raise red flags. It’s crucial for sellers to work with their broker to conduct their own pre-sale audits to identify and address potential issues before buyers discover them.

3. Financing Fantasies

Buyers often come with big dreams but little cash. When the bank says “no,” those dreams crash faster than a kid after a sugar rush. Even if a buyer is enthusiastic and committed, lack of financing can halt the deal. Sellers should verify the financial stability and backing of potential buyers early in the negotiation process to avoid wasted time and resources.

4. Visionary Differences

Imagine you’re selling a quaint bakery, and the buyer wants to transform it into a high-energy nightclub. When buyers and sellers have vastly different visions, it’s like mixing oil and water—messy and impractical. Sellers often have an emotional attachment to their business and want it to continue in a certain way. Buyers, however, might have entirely different plans that clash with the original business model. Open discussions about future plans can help determine if the sale is a good fit for both parties.

5. Legal Quagmires

Navigating the legalities of business sales can feel like wading through a swamp in the dark. Overlook a critical regulation or misinterpret a legal clause, and the deal can sink faster than a lead balloon. Legal complexities can range from intellectual property rights to lease agreements and employee contracts. Both parties need experienced corporate legal counsel to ensure all aspects of the deal are legally sound and compliant with regulations.

6. Seller’s Remorse

Sellers can get cold feet too. Whether it’s the thought of parting with their “baby” or second thoughts about retirement, when sellers back out at the last minute, buyers are left holding an empty bag. Emotional attachment to the business can lead to hesitation or even a complete withdrawal from the sale. Sellers need to be fully prepared for the emotional aspect of selling and have a clear plan for their future post-sale to avoid regrets.

7. Miscommunication

Ever played telephone as a kid? Miscommunication in business deals can be justas chaotic. Missed emails, misunderstood terms, or vague agreements can derail negotiations completely. Clear, consistent communication is vital through out the sales process. Both parties should have regular check-ins, detailed documentation, and clarity on all terms and conditions to prevent misunderstandings that can lead to mistrust and deal collapse.

8. Market Mood Swings

Economic uncertainty can spook even the most eager buyers. Sudden market downturns or financial instability can turn a hot deal into a cold case, leaving everyone wondering what just happened. External factors like market trends, economic forecasts, and industry-specific developments can significantly impact buyer confidence. Both parties need to stay informed about market conditions and have contingency plans to address potential market shifts.

9. The Peanut Gallery Problem

Imagine closing a deal only to have the buyer’s relatives, best friend, and hairdresser suddenly offering unsolicited advice. External influencers can inject doubt and hesitation, jeopardizing the deal. Family members, friends, or advisors who are not directly involved in the negotiations can still have a powerful impact on the decision-making process. It’s crucial to manage these external influences carefully and ensure that primary decision-makers are aligned and informed.


With all these potential pitfalls, it’s a wonder any deals get done at all. That’s where your professional team, including business brokers, accountants, and lawyers, come in. Consulting your professional team not only mitigates risks but also enhances the efficiency of the sales process. Their combined expertise ensures that every aspect of the deal is meticulously managed, from initial negotiations to final closure, allowing you to focus on your future while they handle the complexities. Engaging with these professionals early in the process can transform a potentially stressful and complicated transaction into a smooth and successful transition.