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The discipline of process.

Most sale processes fail in the first thirty days. The reason is rarely the market.

By Senior Counsel··5 min read

A common observation in private business advisory is that most sale processes that fail do so in the first thirty days. The deal that closes is not necessarily the one with the highest indicative offer. The deal that closes is the one with the most carefully conducted process, the most senior counsel applied early, and the most disciplined response to the predictable surprises of diligence.

The reason for early failure is rarely the market. The reason is process.

What goes wrong

A typical pattern. The owner is approached by an unsolicited buyer. The number sounds attractive. Diligence begins informally. Counsel is engaged late or not at all. Information is shared in advance of an enforceable confidentiality agreement. The process accelerates. By the time anyone steps back to consider whether the structure makes sense, the principal is committed to a counterparty who is no longer competing for the deal.

This is the standard sequence. It is recognizable because it is so common.

What disciplined process looks like

Disciplined process is, fundamentally, a sequence of refusals. The firm refuses to share information until the appropriate confidentiality is in place. The firm refuses to negotiate terms before valuation work is complete. The firm refuses to commit to a buyer until alternatives are surfaced and compared. The firm refuses to accelerate diligence at the cost of structure.

None of these refusals are difficult to articulate. They are difficult to maintain when the principal is anxious to close, when the buyer is applying pressure, when the broker is incentivized by a commission that depends on volume.

This is why senior counsel matters. The senior counsel can, and should, hold the line on process when the principal cannot.

The result

Disciplined process does not guarantee a higher outcome. It guarantees a defensible one. The principal who sells through a controlled process knows what their business is worth, what alternatives exist, and what terms are appropriate. The principal who sells through an uncontrolled process discovers these things in retrospect, often with regret.

The firm builds for the former.

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