Top Four Reasons Why Business Deals Fall Apart!

Why do business deals fall through? Have you ever observed certain business goes under exclusive LOIs and then a few weeks later it comes back live again on the market.

Why, why does this happen?

Well, let me explain this to you.  In this blog we are going to go through the top reasons why the business deals fall apart. So, if you are curious about why the business listings keep coming back on the market or if you are looking to buy or sell a company and you want to make sure it is smooth sailing all the way, we’ve got you covered.

I have come across many construction business owners who have struggled to sell their business, facing numerous setbacks along the way. Buying or selling a business is very much challenging, and this is especially true in the construction industry. Understanding the common reasons why business deals fail is crucial for overcoming these obstacles and achieving a successful transaction.

Let’s dive right in and explore the primary reasons behind deal breakdowns in the construction sector.

Mismatched Expectations

A fundamental and most common issue in many failed deals is misaligned expectations between buyers and sellers. This can stem from differences in many factors like valuation methodologies, growth projections, or strategic objectives. For instance, a seller may overvalue their company based on sentimental attachment or unrealistic growth projections, while a buyer may undervalue the business due to perceived risks or market conditions. This can definitely happen for sure and the only way to resolve this is through a proper communication.

Clear communication and transparency are essential from the outset. Both parties should engage in thorough discussions to align expectations regarding valuation, future plans, and deal structures. In most of the cases, buyers maybe clueless about what to ask, and what not to ask to the seller and for them it’s always better to bring in an expert. Involving an experienced business broker or M&A advisor will work here as they know how the things are and how to take the deal to the finishing point. They act like a connecting link between the buyer and the seller and they will do the talking.

Pro tip: M&A advisors play a pivotal role in facilitating these discussions, ensuring that all parties have a realistic understanding of the transaction’s potential results.


Insufficient Due Diligence

In the domain of business deals, the construction world faces unique challenges where insufficient due diligence often proves to be a critical factor in deal failures.
Imagine a scenario where a buyer eagerly decides about buying a flooring business which seems to be best in extensive project portfolio and reputable client relationships. However, during the due diligence process, critical issues such as incomplete financial records, undisclosed obligations, or other shortcomings emerge unexpectedly. These discoveries not only stop the transaction but also erode trust between the parties, potentially breaking the deal entirely.
Not only this, but insufficient due diligence also leaves both buyer and the seller vulnerable to unforeseen risks that can disrupt financial stability and operational continuity.

To address this challenge effectively, stakeholders must adopt a meticulous approach to due diligence. We can avoid these last-minute surprises by involving and engaging experienced M&A advisors with specialized knowledge of the construction industry. They conduct comprehensive evaluations encompassing operational capabilities, project pipelines, supplier relationships, and regulatory facts of the business. By thoroughly assessing these aspects, the seller and the buyer can identify potential pitfalls early in the process, empowering informed decision-making and risk management throughout the journey.

The most important advantage of a proper and complete due diligence is that it will help in evaluating the business’ market position, competitive dynamics, and growth opportunities. This deeper understanding allows the buyer to develop the clear cut business strategies which help them to plan the business and mitigate the future risks, ensuring them the long-term success and value creation. What else a motivated buyer wants?

In conclusion, by prioritizing thorough assessments of operational, financial, legal, and market factors, we can mitigate risks effectively and enhance the ability to capitalize on growth opportunities.


Buyers or Sellers Getting Cold Feet

This is another important reason. So, maybe the buyer got really emotional and happy and excited when they saw this business listing, considering the available resources, the revenue and the assets. But suddenly he or she is having a second thought. Now the business needs to be taken care of, the excitement and emotions have kind of worn off.  And now they are not thinking about the business, they are thinking more about the monthly payments and how expensive that business is going to be. And for this reason, they are no longer interested in the business. Then they decide to back out within their due diligence period. This happened, because the buyer had the cold feet. I have seen many buyers going through this situation. They might be highly motivated in the initial phase, but due to many reasons they are unable to handle the pressure and ultimately will back off from the deal.

This is not limited to the buyer side; seller can also go through this phase. In fact, the last-minute surprises are not less on the seller side. It is almost impossible to safeguard against every possible surprise, however, an experienced business coach or M&A advisor knows how to navigate the due diligence process so as to dramatically reduce the chances of unexpected problems.

Again, there are certain techniques which these professionals have tried and tested and which actually helped them to reduce the chances of these unwanted surprises. M&A advisors work closely with legal counsel to conduct thorough legal due diligence, identify potential risks, and develop strategies to mitigate them. And the only solution to solve this concern is to proactively address these issues of both the seller and the buyer. This can streamline the deal process and enhance its likelihood of success.

I’ve encountered numerous business deals where one-party experiences cold feet. Notably, we recently engaged with a landscaping business owner who was looking to sell their company. Throughout the due diligence process, everything seemed on track until the final stages, when the buyer suddenly became unresponsive, failing to return emails or answer calls. Despite our efforts to reconnect, the motivated seller eventually lost interest in that buyer and we connected him with the next potential buyer in the list and got the deal closed within a period of a month.

This scenario exemplifies how some buyers react when they begin to have doubts or concerns. Instead of communicating their issues openly, they may withdraw and avoid discussing their problems about moving forward with the buying decision of the business.

Please note: it’s always crucial to understand that remaining silent and inaccessible only makes the situation worse. Effective communication is essential in such circumstances to address any reservations and explore solutions together.

Pro tip: If you’re seriously thinking about the purchase of a business and have navigated through the required expenses and processes thus far, your commitment indicates a strong potential for success. Consider tapping into available resources like coaching experts or M&A advisors. I can tell you; they can offer valuable guidance, instructions, and explanations to help resolve any underlying concerns and ensure a smooth transition.


Challenge of Incomplete Financials

Now, imagine this scenario, where a prospective buyer interested in acquiring a plumbing business. However, during due diligence, crucial financial documents such as the up-to-date balance sheets, income statements, and cash flow reports are either missing or they are outdated. This lack of transparency not only raises doubts about the business’s financial health but also complicates risk assessment for the buyer.

Just think about this, without a clear financial picture, how can a potential buyer take a decision on whether to invest in this business or not. Negotiations stall as buyers hesitate to proceed without adequate financial insight. And what will be the final results? Obviously, this will potentially lead to missed opportunities and frustration for both the parties involved.

Now let’s think about a solution for this problem!

To effectively address the challenge of incomplete financials and increase the likelihood of a successful business transaction, sellers must prioritize proactive financial management and transparency.

Let me emphasize the importance of this: maintaining up to date financial records should be a priority from the very beginning of your business, and not something to be addressed only in the final six months before selling. I am making it very clear, waiting until then is not at all effective.

* Begin with maintaining up-to-date financial records that accurately reflect the business’s current financial status.

* Regularly update the balance sheets, income statements, and cash flow reports, this will provide the prospective buyers with a clear understanding of the business’s profitability, liabilities, and growth vision.

* Additionally, conducting comprehensive financial audits by independent professionals. This not only verifies the accuracy of financial data but also brings in the confidence in potential buyers regarding the reliability of the information presented by you.

Pro tip: Engaging your accounting firm or your CFO on optimizing financial disclosures and anticipating buyer expectations is a necessity. By fostering open communication and transparency throughout the due diligence process, sellers can mitigate risks associated with incomplete financials, build trust with buyers, and facilitate smoother negotiations that culminate in a successful acquisition.


In the complex world of business deals, numerous pitfalls can happen even in the most promising agreements and deals. While it is impossible to foresee every issue, seasoned M&A advisors and highly experienced coaches are adept at spotting potential problems before they escalate. Partnering with a knowledgeable professional not only helps manage your emotions but also keeps all parties focused on achieving success. By assembling the right team, you are significantly mitigating the risk of unexpected challenges unravelling what could have been a fruitful deal.

To make you ready to navigate the complexities of business transactions with confidence, schedule an exclusive 1:1 session with me. Let me address your concerns and ensure that your next move leads to success.



Any information provided here is for information purpose only. It should not be considered as legal, accounting or tax advice. Prior to making any decisions, it’s the responsibility of the reader to consult their accountant and lawyer. N3 Business Advisors and its representatives disclaims any responsibilities for actions taken by the reader without appropriate professional consultation.