Valuing a business isn't an exact science — it's a judgment call, not a fixed answer key. That's why it's completely normal for buyer and seller to start far apart on price. It only becomes a real problem if neither party knows how to move forward from there.
Set your bottom line before the negotiation starts
Never enter a price negotiation without knowing your own real pain threshold. A seller who hasn't decided this in advance risks either saying yes too quickly out of exhaustion, or holding on to an unrealistic figure out of pure stubbornness. Set your limit based on a sober assessment — not on what you "feel" the business should be worth.
Understand that price reflects risk — not just numbers
When a buyer offers lower than you'd hoped, it's rarely just about the accounting figures. The price also reflects how confident the buyer is that the future will resemble the past. Uncertainty about customer dependency, whether key employees will stay engaged, or how much can genuinely be transferred away from you personally, is typically deducted from the price as a risk discount. Understanding this makes it easier to negotiate on the right thing — namely reducing the buyer's perceived risk, not just insisting on a higher number.
Use objective anchors, not emotions
The most common trap in a deadlocked negotiation is that both parties argue from their own emotions — the seller's effort over the years, or the buyer's sense of what "feels right" to pay. Return to objective reference points instead: comparable sales in the industry, common EBITDA multiples for businesses of similar size and type, and a sober review of what actually separates your figures from each other. This shifts the conversation from "who's right" to "what are the facts".
Consider a structural solution rather than only negotiating on the number
Sometimes the gap between the parties isn't a question of meeting in the middle — it's a question of genuinely disagreeing about the future, not the past. Here, a structural solution can often bridge what pure price negotiation cannot: an earn-out agreement, where part of the price is only paid if the business performs as the seller expects, gives both parties a way forward — the seller gets the chance at the full price if the optimism proves justified, while the buyer doesn't have to pay for a future that isn't yet proven.
Remember that goodwill is rarely black and white
A large share of a price disagreement often actually concerns goodwill — the part of the value that can't be objectively determined. If you disagree on the figure itself, it can be worth talking explicitly about what goodwill covers for each of you, rather than simply negotiating on a single, undefined number.
Know when to walk away
Not every price disagreement can be resolved. If the parties' bottom lines genuinely don't overlap — no matter how creatively you structure the deal — it's better to recognize that early than to spend months on a negotiation that never lands. A deal pushed through despite deep disagreement on value often ends up unfair to one of the parties in the long run.
Frequently asked questions
What do I do if the buyer and I are far apart on price?
Start by understanding what the difference actually stems from — is it risk assessment, different assumptions about the future, or disagreement on goodwill? Use objective comparison figures, and consider structural solutions like an earn-out if the gap concerns future uncertainty.
Should I always accept the buyer's first offer?
No, but you should have a realistic bottom line ready in advance, so you neither say yes too quickly nor hold on to an unrealistic figure without reason.
Can an earn-out solve any price disagreement?
No, but it can bridge the gap if the disagreement genuinely concerns uncertainty about future earnings — by letting part of the price depend on whether the business actually performs as expected.
Read more about how a realistic valuation sets the frame for negotiation, or about how an earn-out agreement can bridge a price disagreement.
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