How the Sale of a Business Can Go Off the Rails

Some business sales unravel because of the seller, others because of the buyer and even more due to third parties. The reasons are numerous—but most can be resolved

Written by Bill Sivell

Like many negotiations in life, business transactions require a willingness to consider the other party’s concerns. If there is no sincere motivation on the part of both the buyer and seller of a business the likelihood that it will fail increases dramatically. There are a number of reasons why.

Sellers may be the cause

Some sellers do not have a reason to sell and are merely testing the waters to see if anyone would purchase their business and at what price. Because they are not legitimately interested in selling, they’re not willing to consider the buyer’s concerns or to be flexible enough to overcome the many complexities involved in the transaction.

Even when owners are motivated to sell, there can be problems if they are unrealistic about the value of their business or don’t want to offer seller financing. In either case, credible and legitimate buyers will be lost instantaneously. Unfortunately, some business brokers add fuel to the seller’s cause by sharing with them unreasonable expectations, often in an effort to secure a large upfront non-refundable fee.

Some sellers fail to be honest about their business or its situation. They will misrepresent the financial condition of the business or may not disclose the real reason for selling. Even if the error is not intentional, the sudden appearance of inaccurate information can scare off the most sincere buyer.

If you are a seller:

  • Be open, honest and accurate about all things, both good and bad.
  • Be prepared with financial documents that are up-to-date and accurate.
  • Be ready to articulate your reason for selling. Be honest and hopefully not urgent.
  • Get legal commitments in order, such as leases, permits, and contracts.
  • Get an objective, impersonal review of your business and its market value.

Buyers may be the cause

Buyers often exhibit many of these same tendencies. They may have unrealistic expectations regarding the price of a business. Or they may have an urgent “need” to get a business but lack the courage to take the leap of faith necessary to go through with the acquisition.

Some buyers have experienced a recent financial setback that impacts their ability to meet their financial obligation as part of the deal. I faced this situation recently when a large deal fell apart after the buyer was unexpectedly served with divorce papers.

If you are a buyer:

  • Be open and honest about your skills and competencies.
  • Create a personal financial statement and understand your current financial standing.
  • Get comfortable with the amount of investment you’re willing to make, and stay within your financial risk tolerance.
  • Share your acquisition intentions with your personal stakeholders before you start looking.

Third parties may be the cause

Outside influences can also hamper the successful transfer of a business. Landlords may become difficult to deal with when it comes time to transfer a lease or grant a new one. This happened this past summer when a landlord wanted to significantly alter a longstanding lease of a buyer who wouldn’t stand for it.

Sometimes, both buyers and sellers receive overly aggressive advice from outside advisors. Advisors should always work toward the goal of putting the deal together, not erect roadblocks to derail it. A couple of months ago, a large merger of two leading businesses almost didn’t happen when days prior to closing, an innocent letter from a lawyer almost broke the chemistry between the principals.

Accountants can also influence a deal. For instance, rarely have I met a buyer’s accountant who thought his client didn’t pay too much for a business. Conversely, you’d be hard-pressed to find a seller’s accountant who felt their client sold their business for enough money.

For your advisors to be catalysts behind a successful deal, you should:

  • Ensure your accountant has a history of working with both buyers and sellers; they will need to see things from both perspectives.
  • Confirm your lawyer has experience with business sales of a similar size and nature.
  • Understand how your business broker will be able to manage confidentiality, negotiations and both parties’ advisors.
  • Get your advisors talking and working together.

There can be endless reasons for why a business sale does not successfully close, most of which can be mitigated with some thoughtful planning and understanding. Most importantly, they can all be resolved when the parties at the table are motivated to execute a deal. Whether you’re a buyer or seller, start managing these common issues before you get involved in any negotiations and you’ll be on your way to an outcome all parties are happy with.

Do you have a small business question you would like answered about this article or others? Bill Sivell is a salesperson with VR Windsor Inc., which sells businesses to buyers across Canada and around the world. His 14-year career includes diverse senior management positions in marketing, advertising, sales management and operations management. He blogs about selling businesses at

More columns by Bill Sivell

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