Business Acquisition Negotiation Checklist for Australian Buyers (Free Download)

Nigel Gordon··Negotiation & Closing

A negotiation checklist for buying a business in Australia covers everything from preparing your opening position to knowing when to walk away — including the non-price terms that most buyers forget to negotiate until it's too late.

Most buyers focus entirely on the headline price. That's a mistake. The price is one variable in a deal that has dozens — and often the other variables matter just as much to your outcome as whether you paid $850,000 or $920,000 for the business.

I've seen buyers win on price and lose on everything else: no restraint of trade from the seller, no training period built in, a lease that expired 18 months after settlement. I've also seen buyers pay a premium and walk into a genuinely clean deal with protected cash flows and a seller who stayed on for six months. Which one was the better outcome? The second one, clearly — even at the higher price.

This checklist is structured around the negotiation phases as they actually happen in a small business deal in Australia: preparation, opening offer, counter-offer, and closing. Read the full guide on how to negotiate when buying a business for the tactical reasoning behind each step. For the formal document that comes after you reach agreement, use the Letter of Intent Template.

Why most business purchase negotiations go wrong

The two most common buyer mistakes: anchoring too high on the first offer (because you're worried about offending the seller), and failing to use non-price terms as part of the negotiation.

On anchoring — a broker told me recently about a buyer who came in with an opening offer at 95% of asking price because "I really want this business." The seller took that to mean the buyer was committed and simply held on the price. The buyer ended up paying close to full ask and felt good about it. He also had no training period, no restraint of trade, and a personal guarantee on the full loan. He paid asking price and gave up the entire negotiation in every other dimension.

On non-price terms — the things worth negotiating include: the training and transition period (how long the seller stays), the restraint of trade clause (geography and time period), the treatment of debtors and creditors at settlement, whether stock is included and at what value, what happens with the lease, and whether vendor finance is on the table. Earn-out agreements and vendor finance are also negotiating tools, not just financing structures.

This is Module 7 of the Playbook — and the checklist below walks you through every phase of the negotiation process.

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