Deal Fatigue: Why Transactions Lose Momentum and How to Push Through

In mergers and acquisitions, deals don’t usually fall apart because of a single major issue. More often, they stall or die because of something far more subtle: deal fatigue.

Deal fatigue refers to the mental, emotional, and operational exhaustion that builds over the course of a prolonged transaction. As negotiations drag on, diligence requests pile up, and timelines stretch, even well-aligned buyers and sellers can lose momentum. Understanding deal fatigue and how to manage it is critical to closing successfully.

What Causes Deal Fatigue?

Deal fatigue doesn’t happen overnight. It typically develops when several factors compound over time:

• Extended timelines due to diligence delays, financing issues, or regulatory hurdles

• Decision overload from constant requests, revisions, and approvals

• Unclear expectations around structure, timing, or post-close roles

• Shifting deal terms that create frustration or erode trust

• Competing priorities, especially for owners still running their business day-to-day

For sellers in particular, the process can feel never-ending, balancing confidentiality, business performance, and personal stress all at once.

Why Deal Fatigue Is Dangerous

When fatigue sets in, risk increases.

• Buyers may become less flexible or disengaged

• Sellers may rush decisions just to “be done”

• Communication can break down

• Small issues become deal-breaking issues

• Value can erode late in the process

In the worst cases, deal fatigue leads to missed opportunities, re-trades, or failed transactions, even when the fundamentals are strong.

How Experienced Advisors Help Prevent Deal Fatigue

The right advisory team doesn’t just negotiate price, they manage energy, expectations, and momentum.

Key strategies include:

• Setting realistic timelines upfront

• Creating clear diligence roadmaps so there are fewer surprises

• Maintaining consistent communication between all parties

• Filtering and prioritizing requests to avoid unnecessary friction

• Keeping the end goal in focus during challenging phases

Good process management reduces stress, preserves trust, and keeps deals moving forward.

Deal fatigue is real, and it’s one of the most common reasons transactions lose steam late in the game. But it’s also manageable. With proper planning, disciplined execution, and the right guidance, buyers and sellers can navigate the long road to closing without losing momentum or value. Because in M&A, closing the deal isn’t just about endurance it’s about strategy.