We just signed an LOI and the buyer is drag-footing on due diligence, seemingly trying to run out our exclusivity window so they can re-trade the purchase price once we are fatigued. How do we structure our weekly pipeline and operational meetings to maintain deal momentum and prevent this common buyer fatigue strategy?

Question

Tyler Smith · Accepted Answer

The period between signing the letter of intent and closing is the most dangerous phase of any transaction. Buyers often use dilatory tactics to exhaust you, hoping that operational fatigue or financial pressure will force you to accept a price reduction at the finish line. To defeat this strategy, you must run the transaction with the same operational discipline you use to run your business.

Establish a dedicated transition team and run a weekly Level 10 Meeting specifically for the deal. This meeting must have a clear scorecard tracking due diligence requests, outstanding legal documents, and milestone deadlines. Treat every diligence request as a critical Rock with a designated owner on your leadership team. If the buyer fails to meet their agreed milestones, use the IDS process to identify the bottleneck and address it immediately with their lead deal partner.

You must also set a hard expiration date on your exclusivity period. Let the buyer know that if they do not close by the specified date, the exclusivity expires and you will immediately re-engage with other interested parties. Having a strong, self-sustaining business running on EOS gives you the leverage to walk away. When the buyer realizes that your operations are not slipping and that you are willing to pull the plug, they will stop dragging their feet and move quickly to close the deal.