A Fair Deal or No Deal: Why You Should Never Settle for a Bad Business Sale

When it comes to selling your business, one principle should stand firm throughout the entire process: No deal is always better than a bad deal.

At VEXUS, we’ve seen the highs and lows of UK business sales — from strategic, high-value exits to last-minute walkaways. And time and again, one message stands out as a lifeline for business owners navigating the emotional and financial rollercoaster of a sale:

Trust your instincts. Respect your legacy. Know when to walk.

Trust Your Gut — Then Check the Paperwork

Whether you’re about to sign Heads of Terms or halfway through due diligence, it’s crucial to remain vigilant. The reality is this: even once the outline deal is agreed, things can — and often do — change.

• Valuations shift.

• Payment terms creep.

• Earn-outs get extended.

• Risks are redistributed — usually toward the seller.

This isn’t necessarily cause for alarm — some change is natural as deeper due diligence is carried out. But when that change begins to feel like manipulation, or when the acquirer starts to chip away without clear commercial justification, that’s when the red flags should go up. Many owners assume they’ve passed the “point of no return” once heads are signed. That’s simply not true. If the terms you agreed in principle begin to unravel, you are well within your rights to pause, question, renegotiate — or walk away.

A Deal Should Be Balanced, Not Biased

A quality deal is about more than just price. It’s about:

• Fair structure — with a meaningful cash payment at completion

• Respect for the business legacy

• Shared risk and reward

• Clarity around post-sale involvement, if any

Yet too often we see offers designed to minimise upfront commitment, shift the burden of risk onto the seller, or even lock the owner into years of uncertain earn-out performance, with little control over the business post-sale. Tools like deferred payments, clawbacks, and performance-based earn-outs can work — but only if the buyer is credible, transparent, and commercially fair.

If the tone shifts, if trust erodes, or if you feel the buyer’s real intention is to push you into a deal where they win either way, it’s time to reconsider.

Don’t Fall for the “One Buyer” Myth

One of the most dangerous myths in business sales is this: “This is your only buyer.” Let’s set the record straight — a well-prepared business with solid fundamentals will always attract multiple buyers, given time and proper exposure to the market.

At VEXUS, we create competitive tension by identifying and engaging a wide pool of strategic acquirers, not just one. If a deal starts to deteriorate, or a buyer begins to stall or manipulate, we work with owners to reset — or replace — the process entirely. And we’ve seen first-hand how walking away from a bad deal has led to stronger, more valuable exits for clients who chose to regroup and re-approach the market with clarity and confidence.

The Courage to Say “No”

Every deal will require grit, dialogue, and moments of renegotiation. But the ability to walk away is your most powerful protection. Here’s the truth:

• If you're losing sleep over the terms, listen to that.

• If a buyer is vague, evasive, or shifting the goalposts, take note.

• If real money isn't on the table from day one, ask why — and walk if you’re not satisfied with the answer.

Your business is the product of years — often decades — of hard work. The final chapter should reflect that.

Respect Your Legacy

Selling a business isn’t just a financial event — it’s a personal milestone. And the deal you agree will affect your future, your team, and the legacy you leave behind. At VEXUS, we support business owners who want more than a rushed deal — they want the right deal. That means transparency, a fair structure, and a buyer who respects the value you’ve built. If you're unsure whether a deal is as good as it looks — or if you're starting to feel that familiar discomfort — let's talk. There’s always another way forward.

No deal is always better than a bad deal.

Thinking about selling your business? Start with a confidential conversation. Contact us today to explore your options with a trusted UK adviser who puts your legacy first.