What Makes a Deal Close?

By Michael D. Rubin, CEO & Founder · Updated September 2026 · 715 words

Deals close when the buyer and seller understand the same terms from the start, make the business decisions themselves rather than leaving them to advisors, hold everyone to a schedule, and put their problems on the table early. Some sales fail for reasons nobody controls, such as a fire, a death or a sudden change in the market. Most of the rest fail because of the people involved.

This article is about behavior: what buyers, sellers and their advisors do in the deals that make it to the finish.

Both sides understand the deal the same way

Many collapsed sales were never really agreed in the first place. The offer was vague, each side read it differently, and the gap surfaced weeks later. The cure is to answer questions before the offer, not after it. Buyers should get what they need on customers, staff, equipment and financial performance before they submit a letter of intent. Sellers should ask their own questions about the buyer: how the purchase will be funded, what experience the buyer brings and who else must approve the decision.

Where a question cannot be answered yet, write it into the letter of intent as a specific condition with a date. Both parties should be able to explain the terms in their own words. If they cannot, the deal is not ready.

The principals decide; the advisors advise

Attorneys, accountants, lenders and consultants are essential, and each is paid to spot risk. That is valuable, but it can turn every point into a negotiation. The buyer and seller need to remember that the advisors work for them. Legal and tax questions belong with the professionals. Business questions, such as whether a slightly lower price is worth a faster close or whether an extra month of transition is reasonable, belong with the principals.

Choose advisors who have closed transactions like yours and who are there to make a sound deal work, not to win every point. Our list of the advisors to have on your team describes each role.

Everyone keeps to the schedule

A closing date is only real if someone enforces it. Agree on it early, and confirm that every advisor can work to it before they are engaged. When a date slips, it should be because a principal chose to move it, not because a document sat on someone's desk. Be realistic too: financing approvals, landlord consents and due diligence take time, and forcing a sale through in a few weeks usually creates the mistakes that sink it later.

No one springs a surprise

No business is perfect, and buyers know it. What they will not accept is discovering a serious issue on their own. A seller should reveal known weaknesses at the outset and talk to a CPA about the tax consequences of a sale before going to market, not in the week before closing. A buyer with doubts about financing should say so at the start and have a lender engaged early; our page on business financing covers the usual structures. Our guide to what makes a sale fall apart in due diligence lists the surprises that most often end deals.

When the concerns are dealt with early, closing becomes paperwork.

Both sides feel they did well

The last ingredient is the least technical. Deals close most easily when the seller feels fairly paid for years of work and the buyer feels they bought a real opportunity at a sensible price. That feeling depends on chemistry and on respect during the negotiation as much as on the numbers. A buyer who is treated as an opponent, or a seller who feels squeezed on every point, is quicker to walk away when something small goes wrong.

How we run it at MDR & Associates

MDR & Associates represents sellers of Texas companies with $3 million to $100 million in annual revenue, and a principal of the firm is in every negotiation. We screen buyers for financial capacity before they see any detail, present every offer to the owner in person, and work alongside the owner's own attorney and CPA to keep due diligence and the legal documents on schedule. Whether you are preparing to sell or buying one of the companies we represent, contact the firm to talk it through.

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Questions owners ask next

Should the buyer and seller meet in person during due diligence?

Yes, when it helps. A meeting settles questions that email turns into arguments and reminds both sides of the relationship behind the deal. Advisors should prepare the agenda, but the principals should talk directly about business issues such as the transition and the key employees.

What should I do if my attorney wants to reopen a point late in the deal?

Ask whether it is a legal risk or a business preference. Genuine legal risks deserve attention; business points are yours to decide. Weigh the value of the point against the cost of delay, and remember that a deal lost over a minor clause usually costs more than the clause was worth.