A transaction can look close to agreement for weeks. The parties still express interest, advisers keep exchanging emails, and the timetable is repeatedly revised. Yet nobody can say what would allow the deal to move forward tomorrow. At that point, another general progress meeting is unlikely to be enough. The first task is to identify the decision that is actually holding everything up.
Find the real obstacle
Start by separating unresolved issues into three groups: missing information, commercial disagreement and implementation. A buyer waiting for reliable earnings figures has an information problem. A seller rejecting deferred payment has a commercial disagreement. A lender awaiting signed approvals has an implementation problem. Each needs a different response, a different owner and a realistic completion date.
Ask each party to identify its three most important outstanding concerns. This often reveals that the circulated issues list contains many minor points but does not explain the issue driving hesitation. It may be confidence in the numbers, uncertainty about funding, concern about the seller's departure, or an uncomfortable conversation about value that nobody has addressed directly.
Turn positions into choices
Consider a hypothetical sale where the buyer wants the founder to remain for twelve months and the founder wants to leave after three. Repeating those positions will not resolve the problem. Ask what support the buyer needs, which relationships depend on the founder, and whether a defined handover followed by limited consulting would address the concern. Any proposal still needs appropriate legal and tax advice.
The useful output is a short set of alternatives with their consequences. What changes to price, timing, responsibility or risk would make each option workable? Which concessions must move together? Negotiation becomes more productive when the parties can compare complete proposals instead of responding to isolated requests without knowing what they receive in return.
Give the next steps an owner
Replace the long email chain with a decision register. Record the issue, the decision required, the person authorised to make it, the information still needed and the target date. Distinguish items that prevent signing from those that prevent completion. Have the relevant advisers confirm those distinctions rather than assuming every outstanding point has the same importance.
Keep a clear record of what has been agreed and what remains conditional. A verbal understanding can unravel when different participants remember it differently. Circulate a concise summary and ask the responsible advisers to reflect agreed commercial positions in the appropriate documents. This reduces the risk of settled points reopening through misunderstanding.
Know when to reassess
Progress does not mean accepting a poor transaction simply because time and money have already been spent. If the economics no longer work, or the counterparty cannot make a credible commitment, reassessment may be the right outcome. The aim is an informed decision: proceed on workable terms, pause for a defined reason, or stop.
If your transaction is stuck, start with the latest issues list, proposed timetable and the decisions you need help progressing. Call Ardian Law on 02 8111 7700 to discuss the negotiations and coordination required.