5 Tips for Successful Buyout Negotiations

My business partner and I can no longer work together. We’ve tried to talk about a buyout—I want to buy him out—but it always leads to an argument. Do you have any suggestions for conducting buyout talks that don’t turn into an argument?

Get What You Want or You Make Your Point

Pay attention and you will be surprised how often you are in a situation to either make your point or get what you want. I see this every day in business mediations. There’s a decision to be made. Rather than doing the proper work to make the best possible decision (looking at the data, considering the budget, accounting for the impact on people, creating a model) the discussion devolves into some prior sin committed by the other partner.

The last time we launched a new item it was a disaster! You messed it all up. It was a stupid idea. Before I consider your offer, I want you to admit you were wrong! The offer comes off the table and we’re back to square one.

So here’s the thing. Do you want to win the argument or get what you want?

The more you dig into the other side, the more defensive they become.

Here Are 5 Tips (and 3 Bonus Tips!) for Successful Buyout Negotiations

#1 Valuation

Clearly Define the Valuation Method: Establish a fair and mutually agreed-upon method for valuing the business and the departing partner’s share. Consider using a third-party valuation expert if there is a significant disagreement. Agreeing on the valuation method upfront helps set realistic expectations and minimizes conflict. (Note: I ALWAYS include this in every Partnership Agreement! If a buyout becomes necessary, how do we determine the value of the interest being bought out?)

#2 Can the Business Afford It?

Assess the financial implications of the buyout on the business, including cash flow, debt obligations, and future financial projections. Ensure that the buyout terms do not jeopardize the business’s financial health or ability to operate effectively post-buyout.

#3 Set Reasonable Terms

Outline all terms of the buyout in writing, including payment structure, timelines, and any non-compete (careful!) or confidentiality agreements. Specify whether the payment will be a lump sum, installments, or financed over time, and ensure both parties fully understand their obligations.

#4 Be Honest and Transparent

Foster a transparent negotiation process by openly sharing relevant information and concerns. Maintain a professional, respectful tone, and be willing to listen to the other party’s needs and perspectives. This approach builds trust and can lead to a more amicable agreement. In my experience, parties to negotiations will dig in to irrational positions if they sense, right or wrong, that the other side of the table is up to something.

#5 Use Professionals for Guidance

Engage with legal and financial advisors experienced in business buyouts to ensure that the agreement complies with legal requirements and protects your interests. Advisors can help navigate complex issues, draft binding agreements, and identify potential pitfalls that may not be immediately obvious. Use a Mediator to keep the talks civil. It’s common for buyout talks to get tense. A Mediator with experience in buyouts can help keep your talks calm and on point. I can tell when a negotiation is on or off course. A good Mediator should help with expectations. For example, it’s very unlikely you’ll reach an agreement in one meeting.

These are the “mechanical” tips to help you have a smooth and successful buyout negotiation. Here are some “bonus” tips for the personal side of difficult talks.

Bonus Tips for Successful Buyout Negotiations

Bonus Tip #1 Maintain a Professional Demeanor

Emotions can run high during buyout negotiations, especially when personal stakes are involved. It’s crucial to remain calm, respectful, and professional at all times. Avoid making personal attacks or letting disagreements escalate; instead, focus on finding common ground and mutually beneficial solutions.

By calm and respectful, I don’t mean being an ice-cold jerk. Show some empathy.

Bonus Tip #2 Be Open to Compromise

Flexibility is key in buyout negotiations. Both parties should enter the process with a willingness to compromise on certain terms and conditions. Understanding that some give-and-take will likely be necessary can help both sides feel like they’ve reached a fair outcome, rather than a win-lose scenario. Letting your Partner keep his cell phone or getting a few more dollars is not going to break you or the business. Remember, your Partner was there in the early days too.

Bonus Tip #3 Focus on the Long Term Goal

Keep the bigger picture in mind throughout the negotiation. Rather than getting stuck on minor details, focus on the overall goals of the buyout and what’s best for the future of the business. This perspective helps in making decisions that are strategic rather than driven by short-term frustrations or personal biases. Always avoid getting into the weeds about what brought you both to buyout talks. In the immortal words of Bill Murray, “It just doesn’t matter!” (Meatballs 1979)

Focus on the decision at hand. “I’d like to model this out and see where it leads.” “Let’s make a plan and see if it’s doable.” “Can we set another time to talk through all the possibilities?” “I want a good outcome for both of us.”

You may not get your ‘gotchya’ moment over that last big blunder your partner made but you might just get a better discussion and a better outcome.

Chris Reich, Business Partnership Mediator

“Don’t be afraid to give a little to get a deal done. At the end of the day, it won’t matter.”