Austin · Offers & due diligence
Which Austin advisor can guide negotiations, due diligence, and closing?
The negotiating points that arise after an offer is accepted, how due diligence changes them, and what an Austin owner's advisor should protect.
By Michael D. Rubin, CEO & Founder · September 2026 · 815 words
MDR & Associates guides Austin owners through negotiations, due diligence and closing, with a principal of the firm in every negotiation and your own transaction attorney and CPA alongside. Our advisors come to you in Austin; the firm's corporate office is in Frisco. The key point for owners: a signed letter of intent is not the end of negotiating. Many of the terms that decide what you actually keep are settled after it.
A letter of intent, or LOI, sets out price and main terms but is mostly non-binding. The binding deal is the purchase agreement, negotiated during and after due diligence, which is the buyer's detailed review of your business.
How due diligence turns into renegotiation
During due diligence the buyer's team reviews your financials, contracts, customers, employees and legal matters. Each finding can become a negotiating point. A customer that left last quarter, a pending lawsuit, higher-than-expected equipment spending, or add-backs the buyer's accountants will not accept can all lead to a request to lower the price. That is called a retrade.
Some retrades are fair: the buyer found something real that was not disclosed. Others are tactics, timed for when the owner is tired and other buyers have moved on. An advisor's job is to tell the difference, answer with facts, and hold ground where the request is not justified. The best defense is preparation: disclosing known issues before the LOI and building a financial recast that survives scrutiny. Common causes of trouble are covered in what causes a sale to fall apart in due diligence.
Diligence also runs both ways. If part of the price comes as an earnout or a seller note, you are trusting the buyer to pay later, so it is fair to ask about its financing, its plans for the company and how past acquisitions went. Your advisor can ask the questions that would feel awkward coming from you.
Terms negotiated after the LOI
Your transaction attorney drafts and negotiates the legal language. Your advisor keeps the business terms tied to what the LOI promised and to what competing buyers offered, so the deal you sign still looks like the deal you accepted.
| Term | What it means | What to negotiate |
|---|---|---|
| Representations and warranties | Your written statements about the business | Limit them to what you know, with knowledge qualifiers where fair |
| Indemnification | Your promise to repay the buyer if a statement proves untrue | A cap, a minimum threshold and a time limit |
| Escrow or holdback | Part of the price held back to cover claims | Amount, duration and release terms |
| Earnout | Part of the price paid later if targets are met | Clear targets, how they are measured, your influence over them |
| Non-compete | Your promise not to compete after the sale | Reasonable length, region and scope |
| Transition period | Your role and pay after closing | Length, duties and compensation |
| Working capital peg | The normal level of receivables plus inventory minus payables at closing | A level based on real monthly history |
Keeping your negotiating strength after you pick a buyer
Once you sign an LOI with exclusivity, the buyer has you to itself. Your strength then comes from three things: how strong the competing offers were, how short the exclusivity period is, and how quickly your side responds. A slow data room gives the buyer time and reasons to reopen terms. That is why MDR & Associates negotiates multiple LOIs at the same time and, where appropriate, keeps backup buyers informed.
Keep running the company as if no sale were happening. Results that slip during diligence invite a request to cut the price, and they are hard to argue with.
Closing day without surprises
Closing is when documents are signed and funds are wired. Before that day you should see the final closing statement showing the purchase price, working capital adjustments, debt paid off, escrow amounts and fees, so the amount wired to you is not a surprise. Plan taxes with your CPA well before closing, because the structure, such as whether assets or shares are sold, affects what you keep and is hard to change at the end.
From engagement to funds wired, a sale typically takes three to nine months. The period from signed LOI to closing is often the most intense part, with weekly calls, document requests and decisions that need your answer within days. Clearing your calendar where you can, and naming one person on your team to help gather documents, makes that stretch much easier.
How we guide Austin owners to the finish
Offers are reviewed with you in person, and you decide whether to accept, reject or counter. After that we manage due diligence, coordinate your attorney and CPA, and negotiate the business terms through closing. These are steps seven through ten of our process. Our fee is paid only if the company sells. See our Austin page, contact us, or get a free valuation snapshot.
Where this fitsAustin business brokers and M&A advisors →