Nobody asked for an earn-out. You just offered one.

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A buyer mentions customer concentration and the seller offers to put part of the price at risk. A buyer says the valuation feels high and the seller says there might be some flexibility. Neither was asked for. The most expensive words in most negotiations come from the seller’s own side of the table.

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The buyer says, “We’re concerned about customer concentration.” The seller replies, “I understand. We’d probably be prepared to accept an earn-out on that portion.”

An earn-out means part of the price is paid later, and only if the business hits agreed targets after the sale. Nobody asked for one. The seller just put it on the table, and it’s very hard to take off again.

Or the buyer says, “The valuation feels a little high.” The seller replies, “We might have some flexibility.” How much flexibility is anyone’s guess, because the seller hasn’t yet heard what the buyer actually thinks the business is worth. They’ve just told the buyer the asking price isn’t the price.

Why sellers do it

Most owners have negotiated hundreds of agreements by the time they sell: leases, supplier contracts, salaries, customer pricing, finance. That experience helps. It doesn’t prepare them for selling their own company, because a company sale contains something the others don’t, which is identity. It may be the business the owner spent 20 years building. It may carry their name, their reputation, their staff, and most of their family’s wealth. A buyer can look at it as an asset. The seller often can’t.

The two sides aren’t evenly matched, either. The buyer may have completed dozens of acquisitions, with a corporate development team, an investment committee, and lawyers and advisers who know the process well. The seller may do this once. The buyer goes home after the transaction and starts working on the next one. The seller lives with the consequences.

Put those together and you get a nervous person in an unfamiliar room, facing people who do this for a living, waiting for a reply. Silence makes people uncomfortable. Sellers often fill it with money. Don’t.

Understand the concern before you answer it

When a buyer raises a concern, they’re telling you what worries them. They haven’t yet told you what they want done about it, and very often they don’t know themselves. That’s the moment to find out, not to offer a fix.

Work out how material the concern is, what evidence sits behind it, how the buyer has already reflected it in their offer, what would actually resolve it, and what they’re really asking for. A plain question does most of the work: “Can you tell me how you’ve reflected that in your numbers?” Then let them answer, however long the pause.

You may find the concern is already priced in, and that your earn-out would have been a second discount for the same risk. You may find a document would settle it. You may find it’s a negotiating position rather than a concern. You can’t tell which until they’ve stated their position, and you don’t have to solve their problem before you know what they think the problem is worth.

The least you’d accept is never a number

Sooner or later, someone on the other side asks what’s the least you’d accept. There’s almost never a good reason to answer with a number. The moment you do, you’ve negotiated against yourself.

Suppose you’re hoping for $20 million but would privately accept $17 million. You say $17 million. There’s no longer any reason for the buyer to offer $20 million. Your minimum is internal information, and it is yours to protect.

Keep the conversation on what the buyer is proposing instead: what they’re offering, on what basis, how it compares with the alternatives, what assumptions sit inside it, and what terms come with it. Your walk-away point guides your decisions. It doesn’t belong in the buyer’s file.

What your behaviour tells them

Negotiation happens through behaviour as much as through words. Buyers notice urgency. They notice when the seller rings repeatedly for updates, when exclusivity (agreeing to talk to no other buyer) is granted too quickly, and when every change they propose is accepted. They notice when the seller is emotionally attached to the deal happening, and when the seller’s own advisers seem under pressure to close. They notice when the owner has already announced their retirement, or already bought the house they plan to move into after the sale.

Each of those tells a buyer how much room they have. You don’t need to act indifferent. You do need to stay commercially disciplined. A buyer should believe you want to do the deal, and also believe you’re capable of walking away from a bad one. That balance is powerful.

Where the strength comes from

Negotiation is where bargaining power gets used. Preparation is where it gets created.

An owner who knows what the business is worth to different buyers, where its weaknesses are, which risks are real, and what their alternatives look like has much less reason to fill a silence. The same goes for one who has worked out in advance what they can concede cheaply and what would cost them dearly. When a concern comes up, they’ve usually heard it before, from themselves.

If you’re raising money rather than selling, the same applies. An investor who hears “we might have some flexibility on the valuation” has just been told where to start.

If you are the buyer here: raise the concern, then stop talking. What a nervous seller offers to fill the silence is often more than you’d have asked for.

What to do this week

Write down the five concerns a buyer is most likely to raise about your business: a big customer, a soft year, your own role, a contract, a gap in the team. For each one, write the answer you’d give that explains the facts without offering anything: no lower price, no earn-out, no flexibility.

Then say each answer out loud to someone who’ll push back, and notice the moment you want to add a concession. That’s the moment to stop talking.

How to negotiate a sale without negotiating against yourself, from reading a buyer’s concern to what your behaviour tells them, is in Mastering the Art of Negotiation and Sales Processes, free to download from the Download Vault: manolutions.com/downloads.