As an M&A lawyer, most of my time goes into the legal documents – drafting and negotiating agreements, representations, warranties, conditions precedent, etc.

However, the deals I have seen delayed or aborted were not because of legal documents.

A deal was aborted when geopolitical tension escalated while parties were going through the draft SPA. The buyer decided to preserve cash. The deal was off because the buyer’s risk appetite changed.

In another deal, the parties had agreed on the price and most of the commercial terms. It seemed that the SPA was close to finalisation. However, parties started adding more commercial terms into the draft SPA. This resulted in further negotiations for a few more months on post-completion integration terms such as shared services, cost allocation and headcount. The parties simply had not aligned on what would happen after completion.

I have also seen a deal where the buyer was a large corporation, and commercial terms had to go through several internal departments before a decision could be made. This added a few more months into the timeline.

There was a deal where the sellers refused to give the warranties and indemnities a buyer would normally expect, where there was known non-compliance in the target company. No amount of clear drafting or negotiation could resolve the issue.

In my experience, what usually delays a deal or makes it fall apart is the lack of alignment between the parties, or external factors beyond anyone’s control.

This post was first posted on LinkedIn on 28 June 2026.