M&A Playbook: 5 Tactics To Maximize Your Exit

Selling your company can be one of the most challenging and emotional processes an entrepreneur goes through.  

I've been through roughly a dozen successful and failed business acquisitions. Some simple, some extraordinarily complicated. Including:

• Stock acquisitions
• Asset purchases
• Joint mergers
• Reverse triangular mergers
• Management buyout
• Debt restructuring

These experiences taught me exactly how to spot—and counter—powerful negotiation tactics that can make or break a deal. It’s also given me the opportunity to advise and help an increasing number of fellow entrepreneurs navigate their own acquisition journeys. 

Today I'm sharing five tactics that can dramatically shift power dynamics in your next M&A deal. These are proven playbooks I've seen shift deal values by 8 or even 9 figures, depending on how effectively they're handled.

Just remember: In a negotiation, knowledge is power, and perception is leverage.

‍

Tactic #1: Turn Their Math into Your Money

What it is: Build and present a financial formula that quantifies your company's potential value inside the acquirer's business. This isn’t just “we add this much revenue and EBITDA to your business.” It’s understanding how your business/platform/technology/customers could fundamentally change their business trajectory. 

Example: 

• You’re SaaS platform is doing $10M ARR. 
• The acquirer tells you they’ll pay 7X multiple of ARR… 
• But you know that if 10% of their existing customers adopted your platform, their revenue from those customers would grow by $40M/yr. 
• Now they’re looking at $10M ARR from your business, plus $40M ARR uplift from 10% of their customers (assuming little to no overlap), plus the additional revenue that could be captured from cross-selling their software into your customer base that they don’t own today. 

Very quickly your $10M ARR SaaS platform could become an additive $50-70M ARR for the acquirer. If that’s true, and you can build conviction around it… you could unlock a valuation far above the 7X ARR initially proposed. 

Most acquirors will tell you the acquisition is based on a revenue or EBITDA multiple. That’s true in a lot of private equity backed deals, but it doesn’t mean that’s the only thing they’re looking for. 

What it does: Creates a compelling financial narrative that justifies a premium valuation by showing specific revenue or profit impacts beyond your current financials.

When to use it: Early in negotiations when valuation discussions begin. Build consensus and excitement in the plan with key deal stakeholders.

‍

Tactic #2: Resetting The Goalposts

What it is: A late-stage negotiation tactic where the acquirer agrees to a handful of your secondary asks, while simultaneously reducing the headline price that was previously "agreed" upon.

What it does: Throws you into a panic, leaving you scrambling to restore the original price rather than focusing on other important terms. You thought you were just negotiating lower-tier asks at this point… and all of a sudden, you’re fighting to get back to par.

When to use it: Late in negotiations when one side is pushing on too many secondary terms. It's a dangerous but powerful tactic. If done correctly, it can refocus the other party back on track, but it risks high emotions. 

How to overcome it (if used on you): Always confirm and document when key terms are "agreed upon." This could be as simple as a confirmation email after a call, “To recap today, we agreed on the following [insert terms].” When faced with a reset, don't panic or immediately counter. Instead, respond with: "It seems we have a fundamental misunderstanding. The price was already established at $X. If we're reopening core terms, we'll need to revisit the deal wholistically, including [name something they value]." Then pause communication briefly to demonstrate this is a serious issue. 

‍

Tactic #3: Never Use Ranges

What it is: Always state exact figures rather than ranges during negotiations.

What it does: Shows confidence and conviction. By answering with one number, it shows there’s a reason for it to be that number. Once you introduce ranges, your buyer will always choose the low end of the range, and your perceived conviction will suddenly appear flexible. It’s human nature to want to avoid conflict. Providing ranges (in salary, purchase price, earnout timeline etc) makes you feel like you’re being agreeable… but I’ve never seen a buyer choose the high number. 

When to use it: Throughout the entire negotiation process, but especially when stating your asking price or any key financial term.

How to overcome it: When someone gives you a specific number rather than a range, don't assume it's their bottom line. Treat it as an opening position and counter appropriately. Ask open-ended questions like "How did you arrive at that figure?" to understand their flexibility without revealing yours.

‍

Tactic #4: The “Ten Requests, Two Wins” Trick

What it is: A negotiation approach where one party suddenly introduces numerous new requests or terms, most serving as distractions from their few true priorities.

What it does: Shifts the balance of the negotiation. It creates negotiation chaos by overwhelming you with requests, making it easier for them to win on the few items they actually care about while appearing reasonable by conceding on others. 

Particularly in later stages, negotiations tend to devolve into horse trading, “I’ll give on this, if you give me that.” This tactic allows the person to throw out 10 concepts, give on 8 of them, so that they can get the 2 they really want. “Hey look, I’ve already given on 8 of my asks… now just give me these two.” 

When to use it: It can be used upfront when establishing the deal structure, or in later stage negotiations if you’re stuck on a handful of key items and want to shift the balance of the discussion. 

How to overcome it: Refocus the deal back to the key terms with language like: "It seems we're in agreement on all the core terms. To maintain progress, I suggest we focus on moving forward with what's already been agreed. If these new terms are important, we'll need to pause and reconsider how they impact the overall deal structure. We'll be in touch."

*Note: I personally hate this tactic as it slows down deals and introduces an element of distrust. However, it’s very common, can be effective and is the de facto way of negotiating for certain cultures.

‍

Tactic #5: Managing Momentum

What it is: Strategic timing and framing of information throughout the negotiation process.

What it does: Maintains leverage by controlling when good and bad news are revealed.

Think of your deal like dating headed towards marriage: bad surprises late in the relationship kill the deal, while consistently improving impressions lead to commitment.

For negative information: Be transparent early. Get potential deal-killers out in the open during initial due diligence when the buyer is still excited about possibilities.

For positive developments: Strategically time their reveal. That high-value contract you're working on? Don't mention it day one—close it mid-negotiation and announce it as fresh news to create momentum when the process might be dragging.

When to use it: Throughout the entire deal process, but especially to reinvigorate negotiations during slower phases like legal document drafting.

‍

5 Pro Deal Hacks

1) Choosing Legal Counsel

Most people focus on their relationship with the buyer but ignore the relationship between legal councils. A powerful hack is selecting M&A counsel who has successfully transacted with the buyer's counsel previously.

Attorneys often engage in subtle positioning battles and are usually the people both sides look to for trust. If you start a process where the lawyers have already worked together successfully, have trust in each other, and have completed deals together, that can prevent your deal from derailing during legal negotiations.

Before hiring counsel, ask: "Have you worked with [buyer's law firm or specific attorney] before? What was the outcome?" It’s a simple hack that can dramatically increase your chances of getting a deal done. 

‍

2) Push for Detailed Term Sheets

Anyone can throw together a simple term sheet. Once you've given buyers a good look at the business, push to have as many terms as possible documented so you have reference points during deeper negotiations.

The last thing you want is a vague term sheet that doesn't address important elements like non-compete timelines, earnout structures, or go-forward compensation. Vague term sheets almost always favor the buyer, as they can introduce unfavorable terms later when you're emotionally committed to the deal.

‍

3) Know Your Number

Simple but powerful: know the minimum number you're willing to sell your business for. Once negotiations begin, all sorts of terms and concepts will be flying around. It's important to have that anchor to come back to.

Your "number" should include consideration of:

• Cash at closing vs. earnout
• Tax implications
• Post-close employment details

Having absolute clarity on your walkaway point prevents emotional decision-making when fatigue sets in late in the process.

‍

4) Focus on Your Business During Negotiations

Nothing impacts your leverage more than how your business performs during negotiations. Deals often take time, and during that period, you do not want your key metrics heading in the wrong direction.

If you can have even one hero metric climbing during negotiations—whether it's user growth, customer acquisition, or profit margins—that will give you tremendous leverage. Every positive announcement during the deal process strengthens your position and can even justify elevated price discussions.

Landing a major account while in due diligence can be worth millions in value.

‍

5) Do CIA-level Research on Your Buyer 

Strategic research into who's sitting across the table gives you leverage. Understanding your counterparty's position, constraints, and motivations gives you insights that pure financial analysis never will.

Consider these critical factors:

Leadership tenure and position: A long-standing CEO has built credibility with their board to make bets—some of which can fail without threatening their position. A newly appointed CEO lacks this luxury; every decision they make must demonstrate immediate positive impact. This directly affects their risk tolerance and decision timeline.

Ownership structure and investment cycle: If the buyer is private equity-backed, where are they in their investment cycle? A PE firm that recently acquired the company typically has a strong balance sheet and mandate for strategic acquisitions. Conversely, if they're approaching their own exit, your deal might be attractive primarily as a way to boost their valuation multiple before selling.

Cultural background: Negotiation norms vary dramatically across cultures. Japanese negotiators often take more time building consensus, emphasize relationship development, and may be uncomfortable with direct confrontation. Indian negotiators might engage in more extensive bargaining with multiple rounds of concessions. Europeans often differ in communication directness, with Germans being very straightforward while their British counterparts may use more indirect language.

Personal career incentives: The individual leading the acquisition often has compensation aligned with specific metrics. Is their bonus tied to completing deals below a certain multiple? Are they measured on post-acquisition integration success? Understanding these incentives reveals their true priorities beyond the stated strategic rationales.

Industry background: A buyer from a highly regulated industry (banking, healthcare) will approach risk and compliance differently than one from a fast-moving consumer sector. Their due diligence priorities will reflect these differences.

This strategic intelligence isn't just interesting context—it shapes your entire approach. When you understand the person across the table's true constraints and motivations, you can craft proposals that address their specific needs while protecting your interests.

‍

The Bottom Line

The M&A process isn't just about getting the highest price—it's about maintaining control of the narrative and process until the deal closes. By understanding these tactics and implementing these tips, you'll dramatically improve your position whether you're the one using them or defending against them.

The difference between a good exit and a great one often comes down to how well you maintain leverage throughout the process.

Remember: In high-stakes negotiations, how you play the game is just as important as the cards you hold.

Until next week!