Whygooddealscollapse,andhowtokeepyoursalive

A surprising number of agreed deals never complete. The price is shaken on, the heads of terms are signed, everyone tells their family the good news, and then, weeks or months later, it quietly falls apart. The business was sound. The buyer was real. The money was there. And still it died.

The danger is rarely in the offer. It is in the long middle: the stretch between an agreed price and a signed contract, where diligence happens, lawyers circle, and momentum either holds or leaks away. Most owners spend all their energy getting to a yes. The deals that complete are the ones where someone is just as focused on everything that comes after it.

The long middle

Once a price is agreed, the buyer's job changes. They stop selling themselves to you and start looking for reasons to pay less, or to walk. That is not bad faith; it is diligence doing its job. Every document they request is a test, and every answer that comes back late, incomplete or inconsistent is a small withdrawal from the bank of confidence that got you to an offer.

A deal is rarely killed by one big problem. It is killed by a dozen small ones that, together, persuade a buyer the business is harder to understand than they thought.

What actually kills deals

• Surprises. Anything material that emerges in diligence but was not flagged early reads as either disorganisation or concealment. Both are expensive.
• Slow, incomplete information. Every week a data request goes unanswered is a week the buyer's enthusiasm cools and their lawyers find something new to ask.
• Deal fatigue. Sellers underestimate how draining the process is while still running the business. Exhausted sellers make concessions, or simply give up.
• Re-trading. A buyer who finds enough loose ends will use them to reopen the price, often late, when you are most committed and least able to walk.

Preparation is deal insurance

Almost every one of those failure points is answered by the same thing: a business that was made ready before it went to market. When the data room is built in advance, the numbers are clean and the obvious questions are already answered, diligence becomes confirmation rather than excavation. There are no surprises, because the work that would have surfaced them was done months ago, on your terms rather than the buyer's.

Momentum is a discipline, not luck

The other half is simply keeping the deal moving. Someone has to run the buyer's questions, hold the advisers on both sides to the timetable, and refuse to let the process drift. That is the work of a broker who knows the business intimately, which is the case when the firm that prepared the company is the one that sells it. They are not learning the business while trying to defend it. They already know where every answer is.

The prepared seller is not just more likely to get a good price. They are far more likely to get to completion at all. That is the quiet difference between a business that is taken to market and one that is genuinely ready for it. It is the case for doing the work first, and for letting the same hands carry it through the deal.