We signed an LOI with an exclusivity period of forty-five days, but the buyer's attorneys are taking weeks to draft the asset purchase agreement while the clock runs down. How do we keep the momentum and prevent them from renegotiating at the eleventh hour?

Question

Tyler Smith · Accepted Answer

When a buyer drags their feet during exclusivity, they are often trying to run out the clock to reduce your leverage and force a renegotiation when you are deal-fatigued. You must take control of the timeline immediately. Do not wait for their lawyers to get around to drafting. Instruct your own legal counsel to draft the initial asset purchase agreement and send it to them. This immediately puts the buyer on the defensive and forces them to work off your terms. In parallel, run your weekly leadership team Level 10 Meetings with a strict focus on your business-as-usual operations. Your primary job is to hit your monthly financial targets so the buyer has no excuse to chip the price due to a sudden dip in performance. Establish a daily fifteen-minute stand-up meeting with your deal team, including your broker and key leaders, to run through outstanding diligence requests and tick them off. If the buyer fails to meet agreed milestones, prepare your leadership team to walk away. Send a formal notice on day thirty-five stating that you will not extend exclusivity under the current terms if the draft is not finalized. Showing that you run on a tight operational system and are willing to pull the plug is the ultimate tool to force a buyer to close.