Most owners walk into a sale believing the process is a negotiation between two parties trying to reach a fair number.
For an experienced acquirer, it’s something closer to a procedure. They have a team, a checklist, and a set of moves that have worked dozens of times — usually against people in exactly your position.
None of this is dishonest. It’s just competence, applied by professionals against someone doing it for the first time.
Here are five of the plays. If you’re within three years of selling, you should know all of them.
1. The manufactured walk-away
Three months into a process, the buyer goes quiet. Then they disengage altogether — sometimes with a reason, sometimes without.
You’ve told your leadership team. You’ve started imagining what comes next. You’ve spent four months and a great deal of money on advisors. And now it’s
gone.
A few weeks later they return. Still interested — but the number has moved, and not in your favor.
I watched a $2.5bn acquirer run this exact sequence. Three months of work, walked, came back materially lower. It wasn’t a change of heart. It was a play.
What makes it work: your emotional investment, your sunk costs, and the fact that you no longer have another buyer at the table.
What blunts it: having a second interested party, and a genuine willingness to stop. Both of which have to exist before the process starts.
2. Findings held back
Diligence turns something up in week two. A contract that doesn’t assign cleanly.A customer concentration issue. A revenue recognition question.
They don’t raise it.
They raise it in week ten, when you’ve committed, when the lawyers have run up fees, when your team knows, and when finding another buyer would mean starting
over six months from now.
What makes it work: timing. The same finding in week two is a problem to solve. In week ten it’s a reason to reprice.
What blunts it: finding it yourself first. A problem you’ve already identified, quantified and started fixing isn’t leverage — it’s evidence you run a tight business.
3. The late retrade
The price moves after you’ve told your family it’s done.
Sometimes it’s dressed as a diligence finding. Sometimes as a change in market conditions, or a new view from the investment committee. Occasionally there’s no
justification offered at all.
The mechanics are the same either way: reprice at the moment the seller is least able to walk.
What makes it work: exhaustion, and the fact that most sellers have psychologically banked the money months earlier.
What blunts it: deciding your walk-away number in writing, before the process starts, when you’re thinking clearly. And having someone in the room whose judgment isn’t clouded by nine months of wanting this over.
4. The payout that never pays
A meaningful share of your consideration is contingent on deliverables or performance after close.
Reasonable enough on the face of it — until you look at who controls the variables. They own the accounting. They allocate the costs. They set the priorities, direct the sales effort, and decide where the investment goes.
You control none of it, and you’re measuring your own money using their books.
What makes it work: the headline number looks bigger with an earnout attached, and the mechanics are agreed when everyone is focused on the headline.
What blunts it: definitions. Precisely what’s being measured, how, over what period, who decides, what happens if they reorganize the business, and what information you’re entitled to see. All negotiated before close — because afterwards you have no leverage at all.
5. The TSA squeeze
After close, you’re contractually obliged to support the buyer through a Transition Services Agreement — while your own company is being dismantled around you.
Your best people are leaving, or have been hired by the acquirer. Your revenue is gone with the products. And “reasonable support” turns out never to have been defined.
Meanwhile the remaining consideration you’re owed depends on a business you no longer run.
What makes it work: TSA scope is agreed in the closing documents, when nobody is paying attention to it.
What blunts it: scoping it properly pre-deal. Duration, headcount, response times, what’s explicitly excluded, what happens when it overruns, and what it costs them if it does.
The pattern
Look at all five and the same structure appears every time.
Each play works by moving a decision to the moment when you have least leverage.
Not because the buyer is unusually ruthless. Because that’s when it’s most effective, and they’ve learned that through repetition.
Which means the counter isn’t better negotiation in the moment. By then the position is already set. The counter is earlier — finding what they’ll find, fixing what’s fixable, quantifying what isn’t, and deciding your limits while you’re still thinking clearly.
One more thing
There’s a version of this article that reads as adversarial. That isn’t the intent.
Most acquirers are decent people doing a job well. The asymmetry isn’t a moral failing — it’s just experience, and experience is worth money.
You can’t acquire a hundred deals of it before your own. But you can be prepared for it, and you can have someone alongside you who has already been on both sides of the table.
