Time kills all deals: How sellers can keep control after the LOI

Scott Bushkie

Guest Columnist

March 9, 2026

For many business owners, signing a Letter of Intent (LOI) to sell their company feels like crossing the finish line.

In reality, it’s the start of the most demanding phase of the M&A process.

According to the 2025 Market Pulse Survey, closing timelines from signed LOI to close are the longest they’ve been in more than a decade, averaging roughly 140 days.

We see similar patterns at our partner firms and in our own transactions.

Deals are not getting simpler – they’re getting more complex.

Today’s business sales involve multiple layers of due diligence, from financial to legal, tax, HR, insurance, environmental and more.

With so many workstreams running at once, delays are common.

In M&A, we say “time kills all deals.”

The longer a transaction drags on, the more opportunities there are for doubt, disruption or a change in circumstances to derail the deal.

Just as important, delays seldom work in the seller’s favor.

After an LOI is signed, purchase prices rarely go up.

Even when a business performs well, buyers tend to focus on identifying risk and looking for ways to push value down.

Some buyers are even intentional about creating deal fatigue.

They slow-walk the process and defer closing with each new information request.

The seller, so close to the finish line, takes their eye off the ball.

Performance slips, frustration builds and momentum fades.

That’s when renegotiation risk increases.

A lower earnings before interest, taxes, depreciation and amortization (EBITDA) number, a new concern uncovered in diligence or simple exhaustion, can lead to price reductions or revised terms.

The good news: sellers can take concrete steps to keep control and shorten timelines.

Create competition

The single most powerful way to protect yourself is to work with an investment banker who has a track record of generating multiple offers.

Competition changes everything.

When buyers know others are at the table, timelines tighten and negotiations become more balanced.

Without competitive tension, buyers have far more flexibility to drag their feet.

Invest in a sell-side QofE

If your business generates $1 million or more in EBITDA, a sell-side Quality of Earnings (QofE) is often worth the investment.

A QofE is essentially the same financial diligence a buyer will perform.

It identifies normalization adjustments, uncovers reporting inconsistencies and highlights risk areas before you go to market.

Very few privately held companies operate under strict GAAP (generally accepted accounting principles) – that’s normal.

But buyers often underwrite to GAAP standards, and differences in how revenue, expenses or add-backs are reported often turn into downward adjustments during diligence.

A sell-side QofE allows you to identify and address these issues in advance, before buyers use them as leverage.

Get clear on what you want

Price is only one part of a deal.

Timing, role after close, employee continuity, rollover equity and tax structure all matter. 

Knowing your priorities helps target the right buyers and negotiate with intent.

Negotiate more into the LOI

There are two schools of thought: get a simple LOI signed quickly or negotiate more details upfront.

Our view?

The more you clarify early, the less you leave to chance later.

Beyond price and high-level terms, consider addressing key legal concepts in the LOI, like working capital definitions, employment expectations, major reps and warranties concepts and timelines to close.

If you have leverage, push for the buyer’s legal team to present a draft purchase agreement early, ideally within the first three weeks. 

Many buyers prefer to complete the QofE first, then start legal work. 

That creates a consecutive timeline. 

Running legal and financial diligence in parallel can shave weeks or months off the process.

Use a specialist M&A attorney

A true M&A attorney, one who regularly represents sellers, can make a significant difference. 

Generalists often require more research time, bill more hours and may focus on the wrong issues.

Experienced deal counsel understands market norms and keeps negotiations focused on what truly matters.

Confirm funding and reputation

Before signing an LOI, confirm that a buyer has committed funding in place.

Otherwise, you may end up “selling the business twice,” first to the buyer, then to their lender or equity partner.

It’s also wise to speak with prior sellers who’ve worked with that buyer.

Did they close on time?

Did terms hold?

Those conversations can help you decide who you want to move forward with, and who you don’t.

Almost there, but not quite

Signing an LOI is an important milestone – but it’s not the finish line.

The more preparation and leverage you build before signing, the less time you’ll spend on diligence. 

And the more likely you are to close on your terms.