Ed Weeks breaks down three deal-killers in M&A: founders resisting reporting to younger acquirers, overlooking control provisions that determine post-sale power, and overcommitting to earn-outs they can't sustain. Read the fine print on who approves spending and hiring. Don't sign a long earn-out if you're already burned out.
I had an owner tell me flat out, Ed, I am not reporting to some 28-year-old kid with a spreadsheet who has never made a payroll in his life. That's the real deal killer. These are people who built something with their name on the door. The thing they cannot stomach is becoming an employee in their own house, taking notes from a young associate whose only job is to ask why margins dipped in Q3. Treat the earnout and the rollover as a bonus you might never see, and ask if the cash alone is a deal you'd take. 2, read the control terms harder than you read the price. Who approves spending? Who can you hire and fire? Who do you answer to? Find that out before you fall in love with the number. 3, be honest about your own stamina. If you are selling to get out, do not sign a 4-year earnout that needs you at full throttle. And if you're buying, don't pay for a founder's energy you can already tell is running out. Read the structure.
