The moment a seller signs a Letter of Intent (LOI), typically with an exclusivity clause, the power dynamic shifts dramatically. The buyer gains leverage as they can uncover issues and reprice the deal, while the seller is unable to engage with other potential bidders.

With a PE-owned target, engage its leadership on operational partnership details while simultaneously discussing the long-term acquisition case and financial horizons with the PE owners. The Corp Dev leader must orchestrate these parallel, distinct conversations.

The executive you're talking to may not be the sole decision-maker in an acquisition. Requesting the capitalization table early in the process is a key diligence step. It uncovers the full ownership structure, helping you identify and influence all the key stakeholders needed to approve the deal.

Private equity firms leverage industry advisors for more than just expertise. A crucial, often overlooked role is to provide sellers, particularly founders, with a sense of security. The advisor vouches for the PE firm's reputation and intentions, which can be critical in getting a deal over the line.

When investors who previously wrote off your startup try to maximize their return at the team's expense during an acquisition, use a co-founder negotiation tactic. One founder can play the 'bad cop' who is unwilling to concede on team retention terms, shielding the team's financial outcome.

To stand out from the flood of PE firms, acquirers must demonstrate deep operational knowledge specific to the seller's industry. Discussing granular details like inventory management, billing rates, and software challenges builds trust and proves you are a credible partner, not just a financier. This operator-led approach resonates with founders.

When meeting a target company's investor alongside their CEO, Zayo's CEO would mention a new 'fact' the CEO hadn't heard. This sowed distrust between the seller's CEO and investor, creating a negotiation advantage.

In a competitive M&A process, investment bankers may give preference to private equity firms because they represent future deal flow (selling portfolio companies). A strategic acquirer lost a deal despite a higher valuation because of this dynamic. Strategics should recognize this bias and preempt processes when possible.

After skillfully negotiating two offers and nearly doubling the price for SiteAdvisor, Chris Dixon felt he had maximized the deal. However, the acquiring CEO later revealed his board had authorized a price twice as high, a humbling lesson that a seller rarely knows the buyer's true willingness to pay.