Chapter 46What to Do When the Buyer Stops Answering Emails
Perhaps the most disconcerting moment in an M&A process happens just when everything appears on track: the definitive agreement seems close, due diligence is essentially done, and everyone can practically hear the celebratory pop of champagne. But suddenly, communications slow down, emails go unanswered, and phone calls go unreturned. This stage, a period of complete radio silence, can be deeply unsettling for founders and sellers. Understanding what's happening—and more importantly, how to handle it—is crucial.
1. The Vulnerability of Non-Binding Agreements
At its core, a term sheet is almost always non-binding, heavily skewing power dynamics in favor of the buyer. They retain the right to walk away without notice or explanation. Sellers, on the other hand, are locked into exclusivity clauses that restrict exploring alternative offers. A seller's bankers might consider requesting a breakup fee as insurance against such a scenario. However, this clause is often omitted intentionally to keep negotiations smooth and flexible—after all, bankers typically only get compensated upon successful deal closure, so introducing friction at this stage may not serve their interest.
2. The Psychological Battle
Experiencing radio silence can prompt anxiety and self-doubt. Founders may begin questioning their worth, the attractiveness of their company, or even their competence. Remember, a deal falling through isn't necessarily a reflection on you or your business. The Adobe-Figma transaction, which initially collapsed due to regulatory hurdles, exemplifies this. The cancellation was a gut punch for Figma's CEO Dylan Field, but he rebounded spectacularly, reaffirming that the company's best days lay ahead. True to his word, Figma successfully transitioned to a triumphant IPO. Your identity and value are not tied to the success or failure of this single deal.
3. Empathizing with the Buyer
Keep in mind the acquirer is equally invested in the deal. They've committed extensive resources—time, money, manpower—to conduct due diligence and align internal stakeholders. If communication slows, consider giving them the benefit of the doubt. Perhaps they are indeed caught up in internal releases, quarterly results, or navigating unexpected hurdles. Ideally, the acquisition is an important but not existentially critical piece of their strategy, which naturally reduces their urgency compared to yours. Staying empathetic helps maintain your relationship, keeping doors open rather than inadvertently shutting them in frustration.
4. Strategic Patience and Support
At this sensitive juncture, impulsive reactions can be disastrous. You hold limited control in accelerating the process but significant power to derail it entirely. Leverage the calm presence of your co-founders and trusted advisors. Their perspectives and emotional distance can prevent rash actions. Getting aligned internally, swallowing pride, and syncing your frequency with the buyer's pacing is key.
5. Faith, Not Fear
Mergers and acquisitions rarely unfold rationally or predictably; they inherently require a leap of faith. My personal journey has underscored this repeatedly: deals that seemed like sure bets evaporated abruptly at the final hour, and seemingly doomed transactions survived improbable odds—like unexpected customer terminations, or critical stakeholders suddenly fallen ill. The takeaway is clear: deals destined to close tend to find their way through adversity, while those not meant to crumble even under minor pressures.
6. Managing Silence Effectively
When your buyer seems unresponsive, regular but thoughtful check-ins become essential. Politely yet firmly update them on any relevant developments or progress made on outstanding issues. Demonstrate that you're engaged and ready to finalize the deal, but never resort to threats, ultimatums, or demands for explanations. Such moves rarely yield positive outcomes.
Instead, maintain an air of confident patience. Your professionalism in these challenging moments is the strongest indicator of your maturity as a leader and founder. Embrace the uncertainty as part of the larger story of your entrepreneurial journey. Whether the champagne cork ultimately pops or not, the silence will end, and your path forward will remain open, ready for whatever chapter comes next.