What No One Tells You: Most Deals Fall Apart Because of People, Not Price
- Genine Fallon
- Oct 9
- 3 min read
When business owners begin exploring an exit or when veterans and athletes step into
entrepreneurship through acquisition - the first questions are almost always financial. What’s the valuation? What’s the multiple? How much will I walk away with?
Those questions matter. But here’s the truth no one tells you: most deals don’t collapse because the numbers don’t add up. They collapse because the people don’t line up.
The Hidden Failure Point
Research shows that between 70–90% of M&A deals fail to deliver expected results, and
cultural misalignment, poor communication, and leadership clashes top the list of reasons why【 source: Harvard Business Review; Deloitte M&A Report】.
Valuation disputes make headlines, but what actually derails most transactions are trust gaps, transition breakdowns, and unspoken expectations.
Why People Matter More Than Price
● The Trust Gap
Sellers who spent decades building their business want assurance the buyer won’t
dismantle their life’s work. Buyers need to trust the integrity of the financials and the
team they’re inheriting. If either side questions intent, the deal quickly unravels.
● Culture Clash
You can model EBITDA projections to the decimal, but if the buyer’s leadership style
doesn’t resonate with employees, customers, or suppliers, loyalty can erode overnight.
Sellers know it—and many walk away rather than risk their people’s future.
● Misaligned Expectations
One of the most common deal killers is the transition period. Buyers assume the seller
will remain engaged for six to twelve months. Sellers assume they’ll be out after signing.
Unless clarified early, these mismatched assumptions can detonate a deal at the
eleventh hour.
The Transition Test
Veterans understand this better than most. In the military, transitions of command are deliberate, ceremonial, and carefully managed. They are not rushed, because continuity is the backbone of trust and effectiveness.
Business transitions require the same rigor. Without it, employees panic, customers defect, and the deal that looked good on paper disintegrates in reality. The true test of a deal isn’t the signing—it’s the first hundred days post-close.
What Buyers Can Do
1. Lead With Listening
Ask about the seller’s legacy, not just the ledger. What matters most to them beyond
price? Protecting jobs? Keeping the brand name? Expanding in a specific market?
2. Communicate the “Why”
Share your long-term vision, and how it builds on what already exists. Sellers want to
know they’re leaving their company in steady, respectful hands.
3. Invest in Relationships Early
Start meeting key managers and employees during diligence. For sellers, this shows
you’re serious about the people, not just the deal.
What Sellers Can Do
1. Be Honest About Goals
Are you ready to let go completely, or do you want a defined role post-sale? Being
transparent helps prevent deal-breaking misunderstandings.
2. Define Non-Negotiables
If there are elements you won’t compromise on—whether it’s retaining employees,
maintaining community presence, or keeping a brand identity—state them early.
3. Prepare the Team
The strongest deals are built on transparency. Employees shouldn’t hear about a
transition for the first time on signing day. Sellers who prepare their teams reduce friction
for buyers and protect the business’s stability.
Lessons From Veterans and Athletes
At Owners in Honor, we’ve seen how veterans bring a decisive advantage to acquisitions:
they’ve led people in high-stakes, high-pressure environments where trust and cohesion were the difference between success and failure.
Much like athletes stepping into leadership roles, veterans understand that chemistry beats
talent when the pressure is on. In acquisitions, that chemistry is the difference between a deal that falls apart and one that flourishes.
A Simple Framework: The People Lens
Before obsessing over multiples, apply this filter to any deal:
1. Alignment – Do buyer and seller share a vision for the company’s future?
2. Transition – Is there a clear, agreed-upon process for leadership handoff?
3. Culture – Does the buyer respect and understand the DNA of the team and customers?
If these three break down, the deal will too, no matter the price.
The OIH Perspective
Entrepreneurship through acquisition isn’t just about buying cash flow. It’s about stewarding people, protecting legacy, and carrying businesses forward. Veterans, with their grounding in leadership, mission focus, and transition discipline, are uniquely prepared to succeed where others stumble.
Because in the end, deals are built on numbers but sustained by people. Ignore that truth, and no multiple is high enough to keep a deal alive.
Sources:
Harvard Business Review – The Big Idea: The New M&A Playbook
Harvard Business Review – One Reason Mergers Fail: The Two Cultures Aren’t Compatible
Deloitte – Culture in M&A: Managing culture change to enhance deal value
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Deloitte – The Future of Human Capital in M&A
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