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We are in the final week before closing and the buyer has suddenly raised issues regarding our historical employee classification, demanding a last-minute adjustment to the purchase price. How do we use the Trust Equation to manage our self-orientation and resolve this issue without walking away from the table?

Last-minute purchase price adjustments, commonly known as re-trading, are highly emotional and can easily cause an owner to walk away from the table in anger. To handle these late-stage disputes, you must rely on the Trust Equation, which balances credibility, reliability, and intimacy against your own self-orientation. When a buyer raises a late-stage concern, your natural instinct is high self-orientation: you want to defend your payout and protect your ego. To salvage the deal, you must deliberately lower your self-orientation. Stop treating the buyer's concern as a personal attack and start treating it as a shared business problem. Demonstrate high credibility by acknowledging the issue openly. If the employee classification risk is real, do not deny it. Instead, build intimacy by having a direct, transparent conversation with the buyer about the actual, statistical likelihood of a regulatory audit. Once the risk is framed objectively, propose a solution that protects both parties. Rather than accepting a permanent price cut, suggest a structured indemnity or a targeted escrow holdback. Under this structure, a specific portion of the purchase price is set aside in escrow for a defined period. If no regulatory issues arise, the funds are released to you. This solution demonstrates high reliability and keeps the transaction on track without forcing you to accept a discount on your hard-earned enterprise value.

Category: Valuation & Deal Structure

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