We signed an LOI with an exclusivity period, but the buyer is dragging their feet on due diligence while we notice our sales pipeline slowing down. How do we keep pressure on the buyer to close without risking our operational momentum?

Question

Tyler Smith · Accepted Answer

Signing a Letter of Intent grants the buyer exclusivity, which naturally shifts the leverage to their side. If they begin dragging their feet during due diligence while your sales pipeline slows down, your deal is in serious danger of retrading. You cannot let the transaction consume your leadership team's energy to the point where operational execution suffers.

To keep pressure on the buyer, you must run the transaction as a separate operational track. Do not let your leadership team drop their weekly Rocks or ignore their Level 10 Meeting™ commitments. Use a strict due diligence schedule with clear weekly milestones that the buyer must hit to maintain exclusivity.

If the buyer misses key diligence deadlines without a valid operational reason, you should formally notify them that they are risking the exclusivity period. Under the guidance of IVS 105 and standard transaction practices, a business valuation assumes a willing buyer and a willing seller operating in an orderly manner. A dragging diligence process signals a lack of capability or an intent to retrade. Keep your sales team focused on their weekly Scorecard numbers. By showing the buyer that your operations remain strong and that you are prepared to walk away if they do not meet their scheduled milestones, you regain your negotiation leverage and force them to the closing table.