We just signed our Letter of Intent, but the ninety-day exclusivity window feels like a trap where the buyer holds all the leverage while our team gets distracted. How do we maintain deal momentum and manage our internal leadership team during this high-risk LOI-to-close phase?

Question

Tyler Smith · Accepted Answer

The period between signing the Letter of Intent and reaching the closing table is the most dangerous phase of any transaction. Buyers often use this exclusivity window to drag out due diligence, wear you down, and re-trade the price when they sense you are committed. To survive this phase without losing your mind or your leverage, you must run your business with extreme operational discipline. Your leadership team must keep their focus entirely on your Rocks® and weekly Level 10 Meetings™. Do not let the transaction disrupt your execution. If your quarterly targets slip during due diligence, you hand the buyer a perfect excuse to demand a price reduction. Appoint a single point of contact, such as an external advisor or a designated executive, to handle the buyer information requests so the rest of the leadership team can focus on running the business. Keep your weekly Scorecard updated and transparent. When the buyer sees that your business continues to hit its targets and maintain its operational velocity throughout the process, you strip them of their leverage to re-trade. The best defense against deal fatigue is a self-managing team that continues to execute the V/TO® flawlessly while the deal is being finalized.