They say “a deal dies 20 times before it gets done.” Anyone who’s been through the M&A process knows—that’s not an exaggeration. It’s reality.

Even the smoothest acquisition journey is filled with uncertainty, emotion, and negotiation drama.

That’s why understanding the full M&A flow is critical, not just the mechanics, but the psychology, pressure points, and the hidden moments where deals quietly begin to fall apart.

💥 Here’s How a Deal Starts Dying – From the Seller’s Side

❌ Strike One: The seller receives a non-binding offer and feels insulted by the valuation—there’s no room to negotiate.

❌ Strike Two: They learn they’re expected to stay involved post-sale… longer than they imagined.

❌ Strike Three: The buyer includes a restrictive non-compete clause that limits future freedom.

❌ Strike Four: The structure of the deal (earnout-heavy, low upfront) doesn’t reflect their risk tolerance.

❌ Strike Five: The seller second-guesses everything—for personal, emotional, or legacy reasons.

Even before due diligence begins, these early-phase issues can shake the deal’s foundation.

🔍 Now Flip It: What About the Buyer’s Side?

There are a million reasons to walk away, and many buyers do:

👉 Red flags in due diligence

👉 Weak quality of earnings or accounting surprises

👉 Unrealistic financial projections

👉 Debt financing complications

👉 Cultural misalignment between teams

👉 Unclear leadership plans post-acquisition

👉 Integration risks too high to justify the price

Deals fall apart when the buyer can no longer reconcile the price with the risk.

🧭 M&A Flow = A Journey Full of Deal Killers

From initial interest to signed SPA, the M&A flow includes:

1️⃣ Teasers and NDAs

2️⃣ CIM review and strategic alignment

3️⃣ Initial offer and valuation assumptions

4️⃣ Management meetings

5️⃣ Due diligence

6️⃣ Final offer / SPA negotiation

7️⃣ Financing, closing conditions, integration plan

8️⃣ Signing + post-deal transition

At every stage, a small issue can become a major red flag—and a deal breaker.

That’s why M&A is not just financial—it’s emotional, operational, and strategic.

💬 What’s the Most Interesting Deal Breaker You’ve Seen?

📉 A seller walking away because they weren’t ready to “emotionally let go”?

📈 A buyer backing out after finding one bad hire in the leadership team? 🧠 Or maybe… a post-LOI cold feet moment?

I’d love to hear your insights.

Let’s open the discussion: What’s one surprising reason you’ve seen a deal fall through? 👇 Hit reply or share your story!

Grab my M&A process tracker template and master each phase with clarity:

​🔗 ​Download the high-resolution PDF here.