Question of the day
2026-08-22
Markets & Deals
Why do deals fall through? Walk through the main reasons.
Answer it out loud first — like you would in the room. Then check yourself:
Reveal the model answer
Model answer
- Price / bid-ask gap — buyer and seller can't agree on value, often when rates or markets move during negotiation and one side anchors to a stale price.
- Financing falls apart — debt markets tighten, a financing contingency is triggered, or the buyer's stock (in a stock deal) drops.
- Regulatory/antitrust blocks or demands divestitures that break the economics.
- Diligence surprises — accounting issues, litigation, customer concentration, or a material adverse change.
- Shareholder rejection — the target's board or investors (or an activist) push back, or a competing higher bidder emerges.
- Macro shock or loss of confidence that makes either side walk.
- Reps/warranties or deal-terms impasse (termination fees, indemnities). Many of these trace back to one root: a changed view of value or risk between signing intent and closing.
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