We are sixty days into our exclusivity period under the LOI and the buyer is dragging out confirmatory due diligence with endless, repetitive data requests, making us worry they are trying to wear us down to re-trade the price. How do we enforce hard operational milestones and a strict timeline to force them to close?

Question

Tyler Smith · Accepted Answer

This is a classic buyer tactic known as deal fatigue. By dragging out the due diligence process with repetitive requests, they exhaust your leadership team, divert your focus from daily operations, and wait for your performance to dip so they can demand a price reduction. You must take control of the timeline immediately.

First, establish a hard cadence for transaction management. Treat the deal path exactly like your internal operations. Set a weekly Level 10 Meeting™ specifically for the transaction, where the only agenda items are due diligence deliverables and outstanding legal questions. Keep a strict issues list and identify who is accountable for every request.

Second, communicate a firm, non-negotiable deadline. If the buyer fails to deliver a draft purchase agreement or complete their review by the date specified in the LOI, inform them that you will let exclusivity expire and reopen discussions with backup bidders. Nothing cures buyer procrastination faster than the threat of competition.

To prevent your business from sliding, protect your leadership team. Do not let your entire team get sucked into answering diligence questions. Assign one person to own the transaction process as their primary Rock, keeping the rest of your team focused on their weekly targets and quarterly goals. By maintaining your operational discipline, you maintain your leverage and force them to either sign or walk.