Selling a Business: Buyer Promises and Post-Closing Disappointment
13 October 2025: Selling a Business: Buyer Promises and Post-Closing Disappointment
The “duh!” statement of the day is “selling a business involves significant negotiation”.
Not surprisingly, negotiations involve comments, statements and occasional promises made by buyers to sellers about how the buyers will treat the employees, the level of authority the seller will have post-closing, the seller’s legacy and many other issues seemingly of little import to the buyer but significantly more meaningful to the seller.
Sellers often rely on such comments without considering how the business, the industry, the market or indeed the world could change in the near future. As a result, the potential for deep disappointment and disaffection is high.
This situation is all too common; we’ve seen it many times over the years notwithstanding our constant advice to clients that if something is not in the acquisition agreement, the chances of it being honored are no better that 50/50.
The following story is a mash-up of several instances we’ve witnessed over the years that resulted in deep disappointment for a couple of the selling clients we’ve advised.
Amalgamated Manufacturing
When our client sold his family-run manufacturing company after 32 years, the buyer promised not to change a thing. “Your employees will stay, your product line is essential, and your legacy will be respected,” they said. Six months later, a third of the workforce was let go, his signature product discontinued, and the company culture he built eroded overnight. Our client was stunned — but sadly, not alone.
For many business owners, selling a company is more than a transaction; it’s a deeply personal decision. But in the emotionally charged process of negotiation, sellers often mistake a buyer’s strategic bluff for a genuine promise — and suffer the consequences after the deal is done.
Most buyers understand the emotional gravity of selling a business. They know the seller may feel loyal to employees, protective of brand values, and hopeful for continuity. So to ease fears and gain trust, buyers often make comforting statements during negotiations:
- “We’re not here to make big changes.”
- “We value your leadership and want you to stay involved.”
- “Your team is critical to the company’s future.”
- “We love your brand and don’t intend to tamper with it.”
These promises are easy to make — and impossible to enforce unless contractually agreed. From a buyer’s perspective, these statements may be strategic, helping smooth negotiations and reduce seller resistance. But once the deal closes, the buyer is free to pivot, restructure, or reprioritize — often with little recourse for the seller.
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Why Sellers Fall for It
Sellers are especially vulnerable to these bluffs for several reasons:
- Emotional investment: After spending decades building a business, sellers want to believe it will continue in good hands. This is the legacy aspect for the seller. The business is their “baby”; their identity. They’re often reluctant to step away and want to believe the buyer will care for the business as they have in building it.
- Desire for a “good exit”: It’s not just about the money — it’s about protecting the people and purpose the business served. Most sellers have developed personal relationships with employees over the years and these relationships can and often do color the seller’s efforts during negotiations with a buyer.
- Deal fatigue: Long negotiations, legal reviews, and financial scrutiny can wear sellers down, making them more likely to accept soft assurances rather than push for hard terms. We see this often. Sellers get tired of the repeated requests for data, the invasiveness of the due diligence process and, especially if not prepared and guided by a professional broker, simply want to “get this over with”.
- Trust bias: Buyers often present themselves as friendly, like-minded operators or investors. This can create a false sense of security. We can’t state this often enough: sellers MUST vet buyers.
It’s a perfect storm: the seller’s emotional motivation meets the buyer’s tactical messaging — and trust replaces verification.
The Post-Sale Reality
Unfortunately, once the ink is dry, the priorities change — and the seller no longer has control.
Here’s what commonly happens:
- Staff layoffs: Despite promises, cost-cutting or restructuring often follows an acquisition. This is particularly the case with private equity and strategic buyers. The former want to trim all possible fat and cut expenses to the bone. The latter want to consolidate departments and gain economies of scale.
- Changes in leadership role: Sellers who stay on post-sale often find their authority diminished or their advice disregarded. Though many buyers want the seller involved – at least for a while – once the buyer has taken over fully, the seller’s role – and especially his or her input – is often relegated to minor status.
- Product or service line changes: Even profitable lines may be discontinued if they don’t align with the buyer’s strategic vision. A private equity buyer may be looking for a “bolt-on” to add one specific product or service to a business they already own, finding less value in one of more of the other products or services your business offers.
- Culture shift: It’s very likely that corporate acquirers or private equity firms may bring an entirely different management style or decision-making process.
This isn’t always malicious — many buyers genuinely believe what they say at the time. But as priorities evolve, so do actions.
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How Sellers Can Protect Themselves
So what can sellers do to avoid post-sale disappointment?
- Get everything in writing: If a buyer claims they will retain employees or maintain operations, ask for it to be written into the deal documents. While not all promises can be legally enforced, having them codified increases accountability.
- Use earn-outs strategically: If the buyer is promising continuity, tie part of the sale price to specific post-sale outcomes — like employee retention or revenue targets for certain divisions. This aligns incentives on both sides. And remember that the buyer will be doing the same; i.e., tying part of the final sale price to the business’ performance post-sale.
- Do your own due diligence — on the buyer: Ask around. Has the buyer acquired businesses before? What happened afterward? Talk to other sellers. A buyer’s track record is often the best predictor of future behavior.
- Involve seasoned advisors: An experienced professional business broker, M&A advisor or legal counsel can spot red flags and push for protections in the sale agreement. Don’t go it alone, even if you think the buyer seems trustworthy.
- Know what you’re willing to let go of: Some sellers experience regret because they never fully considered what mattered most to them beyond the sale price. Is it your team? Your brand? Your ongoing involvement? Knowing what matters — and making sure it’s protected — is crucial.
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The Bottom Line
Selling a business is a major milestone, and it should be treated with the same diligence as building the business in the first place. While not every buyer is out to deceive, relying solely on verbal assurances is a recipe for disappointment.
Don’t confuse empathy with alignment. Just because a buyer sounds like they care about your legacy doesn’t mean their actions will reflect that. Protect yourself. Be clear about your goals. And make sure the deal you sign — not just the words you hear — reflects the future you want for your business.
Because in the end, you only sell once. Make it count.
“Almost everything worthwhile carries with it some sort of risk, whether it’s starting a new business, whether it’s leaving home, whether it’s getting married, or whether it’s flying into space.“
– Chris Hadfield
If you have any questions or comments on this topic – or any topic related to business – I’d like to hear from you. Put them in the comments box below. Start the conversation and I’ll get back to you with answers or my own comments. If I get enough on one topic, I’ll address them in a future post or podcast.
I’ll be back with you again next Monday. In the meantime, I hope you have a safe and profitable week.
Joe
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The author is the founder, in 2001, of Worldwide Business Brokers and holds a certification from the International Business Brokers Association (IBBA) as a Certified Business Intermediary (CBI) of which there are fewer than 1,000 in the world. He can be reached at jo*@*******************og.com