We just signed an LOI, and the buyer is demanding immediate access to our key employees and top customers for interviews before we reach a definitive agreement. How do we phase this access during the diligence window to protect our business if the deal falls apart?

Question

Tyler Smith · Accepted Answer

Giving a buyer early access to your team and customers is highly risky. If word gets out that you are selling and the deal falls through, you could face employee panic and customer churn. You must establish a strict, phased disclosure schedule inside your letter of intent or during the initial diligence kickoff.

Keep customer and employee access in the very final phase of due diligence, typically the last ten to fifteen days before the scheduled closing. By this point, all legal documents, including the purchase agreement and disclosure schedules, should be ninety-five percent complete, and the buyer's financing must be fully committed.

When you do allow access, control the narrative. For customers, frame the conversations around strategic partnership expansion rather than an outright sale. Have your leadership team members, who understand their GWC™ and are listed on your Accountability Chart, lead these discussions.

For key employees, only introduce the buyer to your core management team first. Explain the transition as an opportunity for growth and resource injection. Keep general staff interviews off the table until the transaction is legally closed.

If the buyer insists on earlier access, request a non-refundable deposit or a break-up fee to ensure they have skin in the game. This forces them to complete their financial and legal diligence before they disrupt your daily operations.