The Art of The Stalled Deal: How M&A Can Go Off The Rails 

In the world of mergers and acquisitions, speed is everything — until it isn’t. While some deals fly across the finish line, others get stuck in the slow lane, flashing their hazard lights while everyone wonders, what went wrong? 

If you’ve ever been in the middle of a deal that suddenly stalled, you know the frustration. But here’s the kicker: most deal delays aren’t just bad luck — they’re preventable. Let’s break down the most common ways deals grind to a halt and, more importantly, how you can avoid becoming another cautionary tale. 

The valuation tug-of-war 

Buyers want a deal. Sellers want a payday. And somewhere in between, negotiations turn into a high-stakes staring contest.  

• Buyers hesitate, wondering if they’re overpaying.  

• Sellers hold out, convinced their business is worth more.  

• The result? A standoff that drags on for months. 

How to avoid it: Sellers, be realistic about your valuation — what your business was worth two years ago may not hold up today. Buyers, if you’ve found a strong acquisition target, don’t nickel-and-dime your way out of a great deal. 

The due diligence deep dive (aka The never-ending Q&A) 

Buyers have never been more thorough, and for good reason: no one wants to uncover skeletons in the closet after the ink has dried. But sometimes, the level of scrutiny can get excessive, resulting in: 

• Endless requests for raw materials data, supplier contracts, and revenue breakdowns. 

• Multiple rounds of financial verification. 

• Weeks of waiting for answers that should’ve been ready on day one. 

How to avoid it: Sellers, get your house in order before buyers start asking questions. Have a data room ready, anticipate the tough questions and involve your advisors early to ensure you’re not scrambling last minute. 

The financing fiasco 

Deals don’t die because of bad ideas. They die because of bad funding. 

• Interest rates go up, and suddenly, that attractive buyout looks a little too pricey. 

• Lenders get cold feet midway through due diligence. 

• Capital is there, but the deployment strategy is in limbo. 

How to avoid it: Buyers, secure financing early and have contingency plans. Sellers, don’t assume a signed LOI means a done deal — until funds clear, anything can happen. 

The post-LOI slog 

Getting to a Letter of Intent (LOI) is exciting, but the real work starts after. Unfortunately, that’s when things often slow to a crawl. 

• Lawyers drag out contract negotiations. 

• Audits and compliance checks take longer than expected. 

• Key decision-makers disappear on vacation at critical moments (yes, really). 

How to avoid it: Keep momentum by setting clear timelines and holding all parties accountable. Get your advisors in the same room (or at least on the same call) early to cut out unnecessary back-and-forth. 

The market moves faster than your deal 

Here’s the harsh truth: If you wait too long, the deal you wanted may no longer make sense. 

• Economic shifts can change the entire valuation of a company. 

• A competitor might swoop in with a better offer. 

• New legislation could alter the deal’s tax benefits. 

How to avoid it: Buyers, don’t let “just one more analysis” stall a good opportunity. Sellers, if the right deal is in front of you, know when to take it. 

The fix: Get the right advisors in the room early 

If you take one thing from this article, let it be this: deals move faster when the right people are talking from day one. 

Bringing in experienced transaction advisors at the pre-LOI stage can: 

• Identify potential red flags before they become deal-breakers. 

• Streamline due diligence by ensuring all necessary information is readily available. 

• Keep communication clear between legal, financial, and operational teams. 

Bonus tip: If possible, get advisors on-site for a few days rather than stretching discussions over weeks of emails and calls. The more you can tackle upfront, the less chance your deal gets stuck in purgatory. 

Don’t let your deal become a statistic 

We get it—navigating acquisitions isn’t for the faint of heart. But the good news? The biggest dealbreakers are avoidable. 

With the right strategy, realistic expectations and a team that keeps things moving, your next deal doesn’t have to be one of the ones that almost happened. 

Ready to close your deal without the drama? Talk to a Sikich Transaction Advisor today.