In every potential business sale, sellers and buyers always have an issue or two that for them is a "deal-breaker". Sometimes, these issues are not that significant or even logical to the opposite party, yet, they can easily become deal killers.
However, most of the time, these are serious and understandable matters and critically important to one of the parties. The danger however; is when they are positioned as an "all or nothing" scenario. When one of the parties suggests it's a deal-breaker, the problem is two-fold:
First, if the other party cannot make any accommodation, the deal may die. Second, if the initial party backs down from their position, they will set the stage to not be taken seriously on any other matter they deem to be imperative to the deal and open themselves up to negotiation on every point.
I firmly believe that every situation can be resolved unless there is a third-party preventing it (i.e. a landlord who no matter what will not assign the lease). If the matter at hand is controlled by the buyer or seller, there is always a solution. It is imperative if one side deems it to be important; the other side must make it important as well.
It is usually best to talk through these points and
Often there is an underlying reason for the problem and it is that below the surface issue which must be addressed.
For example, many sellers will tell buyers: "You cannot meet any of the employees before you buy the business." The issue here of course is the seller is worried that his employees will panic and sellers usually state: "They will think they will lose their jobs so they will all start to look for another position. If the deal doesn't go through, I'm screwed. And, if the sale doesn't go through, they will all be nervous thinking the business can be sold any time." (By the way, the complete opposite is usually the case.
The buyer truly needs to determine whether meeting the employees pre-sale is even necessary. Obviously, if we are talking about low-level employees who can easily be replaced, it is generally not necessary. But, if there are truly key employees critical to the business, then a buyer has to meet them before they invest their money and future.
The bottom line here is to remain focused on getting to the finish line. Think very hard about ever drawing a line in the sand because it is very hard to undo that position.
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