We signed an LOI with a sixty-day exclusivity window, but the buyer's due diligence team is dragging their feet, asking for deeper operational data and stretching out the timeline to wear us down. How do we use our weekly Level 10 Meeting agenda and a strict milestone tracker to enforce momentum and prevent this common delay tactic?

Question

Tyler Smith · Accepted Answer

The sixty day window between signing an letter of intent and closing is when deals go to die. Buyers often use this exclusivity period to drag out due diligence, wear down your leadership team, and find minor operational issues to justify a price reduction. This is known as diligence fatigue, and you must actively manage against it. To maintain momentum, run your transaction pipeline just like you run your business. Create a dedicated transaction scorecard with weekly measurables that track due diligence progress, legal draft turns, and third party reports. This tracker should be reviewed weekly by your leadership team to identify bottlenecks. Establish a strict clean data room protocol. Never allow the buyer to send ad hoc questions to your staff. All inquiries must go through a single gatekeeper, preferably your financial advisor or a designated team member. Limit the buyer's access to your middle management to scheduled, structured interviews. If the buyer misses key milestones on the transaction roadmap, use your weekly pulse to address the issue immediately. Let the buyer know that if they do not meet the agreed timeline, you will walk away when exclusivity expires. Showing that you are willing to walk away because your business runs on a highly organized operating system is the ultimate leverage to force a fast close.