The Stuff That Actually Breaks Deals
What nobody tells you about how hard this really is.
🧠 Lead Story: The Deal Isn’t Done… Until It’s Done Right
Most buyers assume the hardest part of buying a business is the search.
It’s not.
It’s the 128 things between “We have a signed LOI” and “We just wired the funds.”
Because the real obstacles aren’t in your spreadsheet.
They’re in the landlord who won’t sign a new 10 year lease.
The seller who still doesn’t understand what working capital is.
The seller’s lawyer who takes 40 days to turn a purchase agreement.
The buyer who thinks you can close in 3 weeks.
And that’s all before you get to negotiations, diligence, legal mechanics, and closing logistics.
This week, we’re pulling back the curtain on the real, messy parts of getting a deal done. The parts that don’t fit neatly into a podcast or spreadsheet. But they’re the parts that matter most.
🔎 Real-World Friction We’ve Faced (And Solved)
Here’s what we actually deal with behind the scenes at SMB Law Group:
❌ LOIs That Skip the Hard Parts
You’ve probably seen it: a shiny LOI that forgets working capital adjustments, ignores deferred revenue, and glosses over work-in-progress.
We’ve cleaned up dozens like these. But it takes time, and it adds risk of busted deals.
Takeaway: If you don’t solve deal economics in the LOI, you’re renegotiating post-legal. That’s rarely clean.
🧑🏫 Educating Sellers and Brokers
We spend a lot of time doing what your lawyer shouldn’t have to do… explaining:
Why a seller note has to be on standby
What a working capital peg is
Why a 2-page “bill of sale” is not an APA
Takeaway: Be ready to educate, early and often. Or loop us in early so we can do it for you.
🏦 SBA Landmines
SBA has tripped up more deals this year than anything else. Not because of bad intent, just a complex rulebook that shifts mid-deal.
10-year standby for equity-satisfying seller notes
Seller rollovers now require a 2-year personal guarantee
Foreign investors entirely excluded
Takeaway: Get the structure right at the LOI stage. Trying to shoehorn a deal into SBA eligibility later will kill it.
🏢 Landlord Delay = Deal Delay
We’ve seen landlords hold up $3M+ deals because they wouldn’t sign a simple lease extension on the same terms as the existing lease.
Worse, for SBA deals, the lease must be 10 years or the remainder of the loan term. That’s often a surprise… and not a good one.
Takeaway: Start the lease conversation early. Way earlier than you think.
📅 Stakeholder Herding
Most of your deals have 10+ parties:
Buyer
Seller
Buyer counsel
Seller counsel
Lender
Lender counsel
Landlord
Investors
QoE provider
Broker
Your family!
Aligning timelines across all of them, especially when one goes dark, is one of the hardest parts.
Takeaway: Project management is the deal. Not an add-on.
🤯 Client Psychology
You’ve had clients go quiet for a week, then pop back up needing a rush close. You’ve had sellers push hard for a 30-day close, then delay reviewing an agreement for three weeks.
It’s normal. It’s human. But it’s also chaos.
Takeaway: Set expectations early, repeat often, and protect your team from deal whiplash.
🔍 Surprise Diligence Finds
A deal can look clean until it doesn’t. Just ask us about:
Contractor misclassification
Customer concentration
Undisclosed IP ownership
These derail momentum fast — and often fall outside what buyers are trained to catch.
Takeaway: Good legal teams dig deep — not just “review the APA.”
🧠 Acquisition Insight: Deal-Making Is Not a Formula
No matter how sharp your model is, the deals that close are the ones that get worked.
They require:
Patience
Diplomacy
Speed
Grit
The right team
There’s no plug-and-play. Every deal is its own beast.
SMB Law Group’s transaction checklist has 120+ items on it! It takes work and time.
But the buyers who win are the ones who respect that and plan accordingly.
💬 Real Talk: Not Every Client Is the Right Client
We’ve said no to:
Clients offering $100K+ in fees because their needs would take away from other clients
Clients who want daily access but won’t pay bills
Clients with fast-moving transactions the week before Christmas
And guess what?
Those no’s turned into:
New referrals from the lawyers we did refer to
New respect from the clients themselves
New bandwidth for the clients we should be serving
Takeaway: Saying no (strategically) builds a better firm. A better deal. A better result for the client.
🔄 Flywheel in Motion: Buy → Grow → Sell → Repeat
You’ve now seen multiple clients:
Start as buy-side M&A clients
Become FGC clients post-close
Turn into sell-side clients 18 months later
Then ask for fund formation
That’s the flywheel we’re building… one client, one trust-building moment at a time.
Takeaway: You don’t need 10,000 clients. You need 1,000 who come back again and again.
🔧 Behind the Scenes: What We’re Doing About It
We’re turning these hard lessons into systems:
✅ Internal and client-facing M&A SOPs
✅ Custom client questionnaires that surface red flags fast
✅ Weekly deal allocation syncs with our team
✅ AI-assisted issue list drafting and VDR summaries
✅ New pre-close landlord outreach SOP
✅ “Bad client filter” checklist for client fit
Because we don’t want to just survive these problems.
We want to solve them — for good.
📄 Need a Buyer-Friendly LOI Template?
If your LOI isn’t clean, structured, and SBA-compliant — you’re setting yourself up for pain down the line.
We’ve used our in-house LOI template to help close over $1B in M&A transactions.
It’s:
✅ Clean and professional
✅ Buyer-favorable
✅ SBA-compliant
✅ Reviewed by top lenders
✅ Easy to edit in Word or Google Docs
Here’s the kicker:
If you use our LOI template, we’ll finalize it for free when you retain us.
→ Just email info@smblaw.group and ask for the LOI template.
We’ll send it straight over — and help you negotiate it the right way.
Don’t start your deal on the wrong foot. Start here.
👀 Final Word
Buying a business is hard.
The closer you get to closing, the harder it gets.
But with the right team, the right plan, and the right expectations?
It’s absolutely worth it.
If you’re serious about doing this the right way…
📬 Email us: info@smblaw.group
We’ll show you how it really works.
⚠️ Disclaimer
This newsletter is for informational purposes only and does not constitute legal, financial, or investment advice. Certain examples are anonymized and modified for confidentiality and educational purposes. SMB Law Group is a strategic partner of select buyers and may benefit financially from engagements. Always consult a qualified professional before making legal decisions.