We are in the exclusivity window after signing our LOI, and the buyer's lawyers are dragging out the asset purchase agreement drafts to exhaust our cash reserves and force concessions. How do we establish rigid operational milestones to accelerate the path from LOI to close?

Question

Tyler Smith · Accepted Answer

Buyers often use fatigue as a negotiation tactic, stretching out the exclusivity period to drain your momentum and chip away at your valuation. To prevent this, you must treat the transaction process like an intensive corporate sprint. When negotiating the letter of intent, write in a hard expiration date for exclusivity that automatically terminates the agreement if the definitive purchase contract is not signed within forty five days. Break this window down into weekly operational milestones. Establish a weekly deal tracking meeting with your transaction team, which includes your M&A attorney, CPA, and key leadership team members. This meeting should operate like an EOS Level 10 Meeting™, where you identify, discuss, and solve diligence bottlenecks. Assign clear Rocks to your leadership team to handle data requests within twenty four hours. This keeps the ball constantly in the buyer court, preventing them from claiming that your delays are extending the timeline. If the buyer legal team fails to deliver the first draft of the asset purchase agreement within fifteen days of signing the letter of intent, your agreement should state that exclusivity is revoked. Maintaining this strict cadence signals to the buyer that you run a disciplined operation and will walk away if they attempt to play timing games to force late stage price concessions.