Once the LOI is signed, the buyer's legal team is slow-walking the asset purchase agreement drafts while our performance is peaking. How do we prevent this deal fatigue from eating our leverage before we reach the closing table?

Question

Tyler Smith · Accepted Answer

Deal fatigue is a deliberate tactic used by buyers to wear down owners, hoping you will accept unfavorable terms just to cross the finish line. When your operational performance is peaking, every week of delay represents uncaptured value. To maintain momentum and protect your leverage, you must run the transaction process with the same operational discipline you use to run your business.

First, establish a dedicated transaction scorecard with weekly measurables that track the transaction milestones. Track variables such as draft turnaround times, due diligence request closure rates, and third-party consent approvals. Review these metrics in a weekly alignment meeting with your deal team, including your attorney and investment banker. This keeps everyone accountable and prevents the buyer from shifting timelines without consequences.

Second, use your weekly Level 10 Meeting™ with your leadership team to protect your core operations. The primary risk of deal fatigue is that your executive team loses focus on their Rocks, causing a late-stage drop in performance that gives the buyer an excuse to renegotiate the purchase price. Assign the transaction to a single point of contact on your Accountability Chart, usually the Integrator or CFO, to act as the buffer. The rest of the leadership team must keep their heads down, focus on hitting their weekly scorecard targets, and treat the transaction as background noise until the final signing.

Finally, negotiate a hard expiration date on the exclusivity period within the LOI. If the buyer fails to deliver the definitive agreements by the agreed-upon date, the exclusivity must terminate automatically. Knowing that you can walk away and re-engage with other potential suitors forces the buyer to move quickly and respect your timeline.