Most conflicts between buyer and seller arise neither entirely at the start nor entirely at the end of the process — they most often arise in the middle of due diligence, when the buyer's investigations meet the seller's expectations.
Short answer: Conflicts typically arise when due diligence reveals matters that don't match what the buyer expected — and the parties disagree on whether it should affect the price, the terms, or the completion of the deal at all. The solution depends on how early the conflict is discovered, and how well the parties' expectations were aligned from the start.
The most common sources of conflict
- Discrepancies in accounting figures — see financial due diligence
- Disagreement on what's "normal" working capital — see working capital adjustment
- Legal risks only discovered late — see legal due diligence
- Disagreement on the interpretation of warranties in the transfer agreement
How are conflicts best prevented?
Thorough preparation from the seller's side — ideally supported by vendor due diligence — significantly reduces the risk of surprises. Clear, written communication about expectations early in the process prevents far more conflicts than most people think.
What do you do once the conflict has already arisen?
First: separate the factual questions (what do the figures actually show?) from the negotiation questions (what does it mean for the price?). Many conflicts escalate unnecessarily because the parties mix the two together. If you can't find a solution yourselves, a mediator is often far faster and cheaper than letting the deal fall through entirely.
When should you give up on the deal?
If the conflict reveals a fundamental breach of trust — not just a technical disagreement over a number — it can be healthier for both parties to end the process than to complete a deal neither party genuinely believes in. It's rarely the cheapest decision in the short term, but often the wisest in the long term.
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