Why business sales fall over after the handshake
Deals rarely die over price. They die in the weeks between agreement and settlement, when a buyer goes looking and finds something the seller never mentioned.
General information only, not financial, legal or taxation advice. Tony Pope holds Queensland Office of Fair Trading licence 4963575.
The short version
- Most failed sales collapse during due diligence, not during price negotiation.
- The common cause is a surprise, not a flaw. Buyers forgive problems they were told about and walk away from problems they discover.
- Disclosing an issue early costs you some negotiating room. Having it found for you costs you the deal.
- The fix is preparation, and the useful window is twelve to twenty four months before you intend to sell.
Owners tend to assume the hard part of selling is agreeing the price. It is not. Price gets agreed reasonably often. What happens next is where sales are lost.
Once terms are agreed, the buyer starts verifying. They pull apart the financials, read the leases, check the contracts, ring the accountant, and look at anything that carries a risk. That period is where a deal is most exposed, and the reason is almost never that the business turned out to be bad.
Buyers forgive problems. They do not forgive surprises.
There is a difference between a buyer being told about a problem and a buyer finding one.
If you say up front that your largest customer is forty per cent of turnover, that is a commercial fact. The buyer prices it, structures around it, maybe asks for something in the terms. The deal continues.
If they discover it themselves in week three, it is no longer a commercial fact. It is now a question about what else you have not mentioned. Trust is the thing that actually collapses, and once it goes, every remaining item in due diligence gets treated as suspect.
I have watched sound businesses lose buyers over issues that would have cost almost nothing to disclose on day one.
What tends to surface
The same things come up again and again.
Add backs that cannot be evidenced. Owners normalise their earnings by adding back a private vehicle, some travel, a family wage. Fair enough, but each one needs a document behind it. Anything you cannot prove gets struck out, and it comes straight off the price at the worst possible moment.
Leases that do not run long enough. A buyer needs the premises for as long as their finance runs. Two years remaining on a lease with no option is a genuine problem, and it is far easier to renegotiate before you go to market than during a sale.
Contracts that do not transfer. Supply agreements, distribution rights and key customer contracts often contain a change of control clause. Sometimes they simply are not in writing at all. Either way the buyer is being asked to pay for something that might evaporate.
Staff who are not actually locked in. A buyer is often buying a team. If nobody is on a current agreement and your best two people are considering leaving, that surfaces.
Records that do not reconcile. The financials say one thing, the accounting system says another, the bank says a third. Even where the difference is innocent, it takes weeks to unpick and it makes everything else look shaky.
What to do about it
Run the process on yourself before a buyer does. Go looking for the things you would rather not talk about, write them down, and deal with the ones that can be dealt with.
For the ones that cannot, prepare the explanation. A concentrated customer base with a ten year relationship and a signed agreement reads very differently to a concentrated customer base with nothing in writing. Same number, different risk.
None of this needs to be perfect. Buyers are not looking for a flawless business, because they know it does not exist. They are looking for a seller who knows their own numbers and is not hiding anything. That seller gets the benefit of the doubt on the things that are genuinely ambiguous.
The useful window is twelve to twenty four months out. Long enough to fix a lease, build contracted revenue, get agreements signed and clean up the records. Short enough that you are still motivated to bother.
If you are somewhere in that window and want to know what a buyer would find, that is exactly what a market appraisal conversation is for.
Common questions
Why do business sales fall through?
Rarely on price. Deals most often die in the gap between agreement and settlement, when due diligence turns up something the buyer was not told. Undocumented add backs, unreconciled records, an unresolved lease, a licence that cannot transfer, finance falling over, or a key customer leaving mid process.
How do I stop my business sale falling over?
Disclose the problems yourself before the buyer finds them. A known issue gets priced. A discovered issue destroys trust, and once trust goes the buyer starts questioning everything else too. Also get the financial records, the lease position and the licence question settled before the campaign starts rather than during it.
What happens if a buyer pulls out?
It depends on the contract and which conditions were still outstanding. The practical cost is time, momentum and the risk that word has spread further than intended. Going back to market after a failed deal is harder, which is why qualifying buyers properly for financial capacity before they get deep into the process matters more than getting an offer quickly.
Keep reading
All notes on selling a business · All seller guides · What is my business worth?
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