We just signed an LOI with a forty-five day exclusivity window, but the buyer is already stalling on setting up the data room and asking for weekly extensions. How do we structure the milestones during the LOI-to-close phase to prevent them from grinding us down as our exclusivity runs out?

Question

Tyler Smith · Accepted Answer

Signing an LOI gives the buyer exclusive rights to negotiate, which strips away your leverage. If they stall, they are trying to exhaust your team and force you to accept a lower price at the finish line. You must treat the period from LOI to close as a highly disciplined project with strict accountability. Start by treating the transaction milestones as your team's primary Rocks for the quarter. Assign clear ownership of the data room and due diligence requests on your Accountability Chart. This keeps your executive team focused on running the day-to-day operations while ensuring the sale process moves forward without delay. In the LOI itself, build in automatic termination clauses if the buyer fails to meet specific, weekly milestones. For example, if the buyer does not complete their initial Quality of Earnings draft by day twenty-five, the exclusivity period should automatically expire or require a substantial, non-refundable deposit to continue. Schedule a weekly alignment meeting with the buyer's advisory team. Treat this like a Level 10 Meeting where you review the status of outstanding requests, identify bottlenecks, and use IDS to solve issues immediately. If the buyer realizes you are tracking their progress with operational discipline, they will understand they cannot play stall tactics. Keeping the momentum high is the only way to protect your valuation and ensure you close on time.