Disruptive Factors in Selling Your Business

By Michael D. Rubin, CEO & Founder · Updated September 2026 · 719 words

Business sales are usually disrupted by three things: how buyers think and who influences them, what sellers expect about price and timing, and events nobody controls, such as a lender pulling back or a key customer leaving mid-deal. You cannot remove all three, but you can prepare for each so that one bad week does not end the sale.

For a first-time seller the process can be confusing and long. Knowing where deals tend to break makes it much easier to hold one together, and to recognize early when something is going wrong.

Buyer psychology: expectations and the people behind the buyer

Buyers arrive with their own ideas of what a good deal looks like. Some expect a price far below what the company earns; others assume growth will be easy and are disappointed when due diligence shows the work involved. Some are genuinely interested but not ready, and without any urgency they drift.

A buyer is also rarely one person. Spouses, partners, lenders, investors and outside advisors all shape the decision, and any of them can raise a late objection. Ask early who else is involved and what each needs to see. A deal that satisfies the buyer but not its lender or investment committee is not yet a deal.

It also pays to watch a buyer's pace. Prompt answers, organized requests and a lender engaged early are good signs. Long silences, repeated requests for the same information and explanations that keep changing are early warnings, worth raising with the buyer directly before they turn into a failed deal.

Seller psychology: price, time and attention

Sellers disrupt their own deals more often than they realize. The fix for most of the causes below is preparation that starts months, and ideally years, before the company goes to market, with an advisor involved early. The common causes:

• An unrealistic price. A number the earnings cannot support attracts the wrong buyers, or none at all.
• An unrealistic timeline. Most sales take three to nine months from engagement to funds wired, and some take longer. Owners who expect a few weeks grow impatient and make concessions.
• Losing focus on the business. Results that slip during the sale hand buyers a reason to cut the price.
• Starting unprepared. Records that do not reconcile, or a company that runs only through its owner, lead to trouble in due diligence.

Events no one controls

Some disruptions are plain bad luck: a lender changes its terms days before closing, a major customer leaves, a key employee resigns, a lawsuit arrives, or a health problem strikes. Until funds are wired, a deal can still fail. You can reduce the damage by preparing for it. For more on the riskiest stretch, see what causes a sale to fall apart in due diligence and how to maintain performance while the company is marketed.

• Check how a buyer will pay before accepting its offer, and ask to speak with its lender early.
• Keep other interested buyers warm rather than dismissing everyone the day you sign a letter of intent.
• Disclose known problems early, so they do not surface as surprises in due diligence.
• Keep running the company as if no sale were happening.

A short checklist before you go to market

Most disruptions are easier to absorb when the basics are settled before the first buyer calls. Before you start, make sure you can tick off each of these:

• You know your company's value range and the reasons behind it.
• You have three years of financial statements that reconcile with your tax returns.
• You have decided your walk-away terms: price, cash at closing and your role afterward.
• You have a transaction attorney and a CPA lined up.
• You have identified the managers who will keep the business running while you deal with the sale.

What we do to keep a deal on track

MDR & Associates screens every buyer before it sees any detail, through registration, a signed confidentiality agreement and a financial profile proving it can fund the purchase, and negotiates several letters of intent at the same time so no single buyer's hesitation stops the process. A principal of the firm is in every negotiation, and the firm manages due diligence alongside your attorney and CPA. See the ten-step process, or contact the firm for a confidential conversation.

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Questions owners ask next

What is the most common reason a business sale falls through?

It varies, but many failures trace back to problems found in due diligence, such as financials that do not hold up, customer concentration or undisclosed issues, and to financing that falls short. Preparing records, disclosing problems early and checking buyer financing before accepting an offer prevent most of them.

Can a deal fail after the letter of intent is signed?

Yes. The letter of intent is mostly non-binding, and due diligence, financing and the legal documents all come after it. That is why keeping other interested buyers warm and moving through due diligence efficiently both matter right up until the funds are wired.