“What’s it going to take for you not to sign with them?”

That was the question one of our clients heard after telling a prospective buyer she was engaging an investment bank to sell her business. The buyer wanted a number. A line in the sand. A way to keep competition out of the conversation.

At this point, they’d already negotiated up to US$10 million, which the buyer called their “highest and best offer”. But the deal was heavily weighted toward earnouts and future performance targets, placing significant risk on the seller.

When she told them she was going to work with an investment bank to run a structured sale process, the same buyer, who’d claimed they couldn’t go any higher, immediately called back and asked her to name her number.

That single phrase, “What’s it going to take?” revealed everything about their position. Their ceiling wasn’t real. They could move up on price. What they wanted to preserve was leverage.

The one-chance reality of selling a business

For most business owners, selling a company is a once-in-a-lifetime event. It’s the largest financial asset they will ever own and the transaction that will define their personal and professional legacy.

Buyers, on the other hand, do this for a living. Private equity firms, family offices and strategic acquirers execute deals repeatedly. They understand timing, structure, risk allocation and negotiation dynamics in a way even the most capable operators often do not. That experience gap matters, and it usually translates into a leverage gap.

The danger isn’t that buyers are inherently unfair. Many are thoughtful, professional and disciplined. The danger is that when an owner engages a sophisticated buyer without leverage, the outcome is largely predetermined.

Why this matters more in today’s market

That leverage gap is becoming more visible in the current environment. Across industries, business owners are seeing an uptick in unsolicited outreach from financial and strategic buyers.

With significant capital still seeking deployment and growth increasingly driven by acquisition, buyers are proactively identifying targets and approaching owners directly.

But an unsolicited offer almost always reflects what the buyer believes the company can be acquired for, not what it’s truly worth in a competitive market. With only one buyer at the table, a seller’s negotiating power is significantly limited.

Terms become harder to improve. Risk shifts quietly to the owner. And once exclusivity enters the conversation, momentum tends to slow. Time kills all deals, and delays rarely benefit the seller.

The ‘Power of Multiple Offers’

There are two fundamentally different ways to sell a business. One is to respond to interest as it appears and negotiate from a single-buyer position. The other is to intentionally create leverage.

At our firm, we call this The Power of Multiple Offers (POMO)™. It’s not a negotiation tactic or a pricing trick. It’s a structured approach designed to bring multiple buyers to the table at the same time with no ceiling on price.

With competing interests, the dynamic changes. Buyers compete not only on price but on structure, certainty, cultural fit and deal terms. The seller is no longer reacting to what one buyer is willing to offer. They’re choosing among real alternatives.

The seven pillars behind POMO

Creating leverage in a sale is rarely about a single move or moment. It’s the result of a series of decisions made well before a letter of intent is ever signed.

Over time, we’ve found that strong exits consistently rest on seven foundations:

1. Create an attractive business: Buyers pay more for companies that appear well-prepared with minimal risk. That usually means addressing potential deal-killers in advance, such as owner dependence, customer concentration or incomplete financial reporting.

2. Assemble a deal team of specialists: Selling a business is not a do-it-yourself project. Strong outcomes involve a coordinated team, including a mergers and acquisitions (M&A) advisor/investment banker, transaction attorney, tax professional and financial planner, all working together to protect the seller’s interests and maximize net proceeds.

3. Don’t set an asking price: In M&A, an asking price often acts as a ceiling. When no price is set, buyers must independently determine what the business is worth to them. That process can reveal differences in strategic value and, in many cases, produce stronger offers than the seller anticipated.

4. Control the timeline: Competitive processes depend on momentum and milestones. Establish clear deadlines for management meetings, offers and letters of intent to keep buyers focused and moving in alignment.

5. Tell the right story to the right buyers: Financial performance is essential, but it’s rarely the whole story. Buyers are also evaluating strategic fit, scalability and future opportunity. Getting the narrative right – and getting it in front of buyers who can actually realize that value – shapes both perception and price.

6. Run a structured sale process: A structured process helps create urgency and scarcity by identifying the right buyers, managing the flow of information and ensuring true competitive tension.

7. Receive all offers at once: The final step is managing a simultaneous offer deadline. Instead of negotiating sequentially, sellers can evaluate bids side by side, comparing not just price, but structure, risk, certainty and cultural alignment.

What changes when leverage exists

With multiple offers on the table, the benefits extend well beyond valuation. Terms improve. Risk allocation shifts. Earnouts shrink or disappear. Working capital assumptions become more reasonable. Closing certainty increases.

Just as important, leverage changes the emotional experience of selling. Instead of wondering whether they left money on the table, owners gain confidence that the outcome reflects real market demand.

The real risk isn’t saying ‘no’, it’s selling without leverage

Some owners worry that exploring alternatives will scare buyers away. In reality, sophisticated buyers expect competition.

Many years ago, we developed a rapid-response process for owners who receive unsolicited offers. In every case to date, the original buyer stayed at the table and competed through the process. More tellingly, in each of those transactions, the seller ultimately chose a different offer.

The seller we mentioned at the outset, for example, accepted a US$14 million offer, primarily cash at close, with far better protections for her key employees.

The risk, then, is not that a buyer will walk away. The greater risk is assuming the first serious offer represents the best possible outcome.

Selling a business is not a dress rehearsal. There is no second chance to correct structure, timing or regret. Owners who design leverage (rather than hoping for it) put themselves in a fundamentally stronger position.

So when a buyer asks, “What’s it going to take?” the best answer is simple: options.

Opinions expressed by The CEO Magazine contributors are their own.