9. Negotiating the Deal – More Than Just the Price

A story about finding balance, staying steady, and defining what “winning” really means.

James stared at the email on his screen. The offer had come through late last night. Sarah had already read it and highlighted a few things. The number was solid—within the expected range, but that wasn’t what made his pulse spike.

It was the fine print.

Six months of vendor support. Staggered payments. A clause about customer retention targets. A line about deferred earn-outs “based on 12-month post-sale performance.”

James felt a ripple of something between indignation and anxiety. Is this normal? Are they hedging? Are they planning to lowball me later?

He rang Sarah. She listened calmly, then said, “This is a good first offer. But it's just that - a first offer. Our job now is to shape it into a deal that works for you.”

He exhaled, hard. “This is the part,” she said gently, “where a lot of owner’s panic. Let’s slow it down and focus on what matters most to you, not just what’s printed on the front page.”

 

The Psychological Perspective

Negotiation is where things get personal, fast.

For many owners, this is the moment where self-worth gets tangled up with net worth. Every clause feels like commentary. Every request feels like criticism. Every number feels like a test.

This is also the moment where fatigue sets in. You’ve done the prep, you’ve waited, you’ve opened your books and now someone is “judging” the thing you built.

But negotiation isn’t an attack. It’s a conversation. The key is to stay curious, not combative. Let your broker carry the commercial weight while you stay focused on outcomes, not emotions.

Think: What does success really look like?
Not just in money - but in structure, timing, and legacy.

 

HR Best Practice

From an HR and cultural lens, this is when you must advocate not just for yourself, but for your people.

Buyers may want fast exits, team restructures, or sweeping changes. You have the right to shape how the transition impacts your team, especially if retention or reputation matter to you.

HR-aligned negotiation includes -

  • Setting realistic handover timelines that allow for proper knowledge transfer

  • Including retention plans or bonuses for key staff (if continuity is important)

  • Clarifying expectations for leadership or ownership changes

  • Addressing employment liabilities or contract rollover terms early

 

Sarah helped James clarify what really mattered: a phased handover, keeping Pete and Tania on board, and avoiding any sudden changes to operations for at least 3 months.

 

Red Flags To Be Mitigated Against

Not all offers are equal. Watch out for -

  • High prices attached to unreasonable conditions (e.g. extended earn-outs, risky contingencies)

  • Buyers who avoid clear timelines or accountability

  • Offers that seem emotionally manipulative (“this is our only offer—take it or leave it”)

  • Delays in communication once negotiations begin—signs of poor commitment or lack of resources

 

Sarah coached James through a counteroffer that tightened the timeline, reduced the support period and split the payment to mitigate risk. The buyer pushed back - then agreed. Respectfully.

 

Ideal Owner Mindset

This is where the owner must become both visionary and realist.

The right mindset -

  • Focuses on priorities, not just price

  • Understands the value of structure as much as figures

  • Welcomes expert advice and leans on negotiation experience

  • Accepts that a “perfect” deal rarely exists—but a right deal can be shaped

 

James realised he didn’t need the biggest number. He needed the cleanest outcome, with clarity, stability, and the space to step away with dignity.

 

Key Takeaway - The best deal isn’t the highest offer—it’s the one that protects your priorities, respects your legacy, and lets you exit with clarity and control.

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8. Going to Market – How We Find the Right Buyer

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10. Final Stretch – Due Diligence, Pitfalls & Completion