Any responsible athlete will tell you the very end is usually the hardest and most important part of the competition. For example, the last few miles of the marathon and the “championship” rounds in boxing are grueling – but they always matter the most. That’s easily where the race or fight is won or lost. Similarly, the “last 5%” of an M&A; deal is virtually always the hardest and most important component to obtaining a successful outcome for what are often life-changing deals for M&A; sellers.

Once key deal points such as overall price, terms, and conditions have been agreed upon and the finish line is in sight, there may be a false sense of relief for both parties. But even after these key points are negotiated, deals can and do fall apart. Deal fatigue sets in and, thinking it’s “just a matter of closing,” the unsuspecting principal may become complacent and fail to give appropriate attention to the final stages of the transaction. The same focus and energy that has been accorded the rest of the process needs to be applied to this final 5%.





The Last Mile Involves Countless Crucial Details That May Not Seem Especially Important At a 30,000-foot Level But Must Be Completed To Actually “close” The Deal. The Last 5% Inevitably Always Take Longer And Involves More Parties Than Anticipated. Consider These Examples

The ancillary agreements matter – a lot – as each adds or subtracts value from the deal. A savvy seller budgets time to review these complex agreements with their M&A; attorney and investment banker to develop a thorough understanding of the following:
- Rollover equity positions
- Escrow agreements
- Employment agreements
- Real estate leasebacks

Small changes can create big ripple effects.

Seemingly small changes can permeate what are hugely long and interconnected agreements and spreadsheets. One change or renegotiation late in the process can permeate hundreds of pages or spreadsheets, and it happens at the end of every deal. A savvy seller stays on top of

📌 The Last 5% in M&A (Karanpur)
🏢 Linden Law Partners
📍 Karanpur