The Five People You Meet at the Closing Table

If you’ve ever survived an M&A closing, you already know: it’s usually less of a “let’s gather round the table and sign a bunch of documents” and more of a group project. If you were that one overachiever in school who didn’t procrastinate and frequently found yourself doing your work plus everyone else’s, well let’s just say…IYKYK.

Every deal has its cast of main characters and not-so-supportive roles. Here are a few familiar faces we meet along the way, or rather, horrifyingly watch come out of the woodwork. Each character somehow leaves you with a lesson you didn’t necessarily ask for but probably needed. This is a story time y’all, let’s get into it.

The “We’ve Always Done Things This Way” Champion

Every deal has the person who responds to every legal, tax, or operational issue with a completely unbothered: “Yeah… but we’ve always done things this way.”

No signed agreements? “Who needs ‘em!” Independent contractors functioning as employees? “They’re basically family.” Corporate records missing, undocumented loans floating around the books, personal expenses paid from the business account, and a payroll process held together by optimism and an ancient QuickBooks login? Apparently all part of the system. Their entire business infrastructure operates on verbal agreements, institutional memory, and sheer confidence. Due diligence becomes less of a review process and more of an archaeological excavation. Somewhere around hour six of trying to piece together ownership records from old emails and blurry PDFs, someone inevitably suggests backdating a document “just to clean things up.”

And while their favorite line is “no one’s ever been concerned about this” everyone at the closing table quietly understands the same thing: surviving chaos is not the same thing as compliance. Better to roll up your sleeves and get this stuff cleaned up early, than at the closing table.

The Bank Rep and their Army of Attorneys

You thought this was a two-party deal. That’s cute. Here comes the lender, at 4:58 pm, two days before the closing date, with their army of: lead counsel, local counsel, special counsel, environmental counsel, tax counsel, and whoever else they can think of.

These folks will make sure every “i” is dotted, every “t” is crossed, and every comma is included (true story). They’ll have a laundry list of “due diligence” documents, certificates, certificates further certifying those certificates, and that’s after you dug out of the 80-page loan agreement itself. By the end of the deal, the bank’s legal fees have their own legal fees.

Overall, just make sure the bank’s timeline aligns with your closing timeline, and plan for those surprises.

The Seller Who Doesn’t Know Their Own Business

“Oops we actually have another LLC that we forgot to mention, and that LLC owns the IP and about a dozen critical assets.” Naturally, this revelation surfaces well into negotiations. Suddenly everyone is trying to determine which entity owns what, whether contracts were signed by the correct company, and why three different businesses appear to share the same bank account, employees, and mailing address. The org chart starts looking less like a corporate structure and more like a conspiracy board in a criminal drama. Somewhere in the middle of the panic, the seller casually adds: “What’s a good standing certificate?”

Do your team a favor: tell them everything, up front, even if you think it may not be relevant. Chances are, it is.

The Founder Who Doesn’t Follow Corporate Formalities

Speaking of good standing certificates, there may be a moment where everyone discovers the company hasn’t filed anything important in 20 years. There are no meeting minutes, no resolutions, no stock ledger, and nobody is entirely sure who officially owns what anymore. Equity was apparently granted through a combination of text messages, handshake deals, and “understandings.” Suddenly, what should have been routine due diligence turns into a scavenger hunt through old Dropbox folders labeled “FINAL FINAL USE THIS” while someone frantically calls the registered agent trying to resurrect the entity from administrative purgatory to keep the deal on track.

This is why succession planning is a long game. If you know you want to sell, give yourself some time to clean up the books, corporate formalities, and your entity’s standing. If a buyer was willing to look past the mess and still get to the closing, you really can’t avoid the mess coming back to haunt you when it’s time to close.

The Last-Minute “Friend” or “Relative”

Ever heard something like: “my cousin is a criminal law attorney, they’ll handle negotiations and the closing to keep things cheaper”? Or, how about: “my friend has a small percentage from a contribution they made early on…nothing major”?

Nothing major, of course, except the fact that this previously undisclosed human being may technically need to approve the entire transaction. Suddenly everyone is scrambling to locate contact information for a “silent investor” who hasn’t answered an email since 2015 but apparently still owns equity. Bonus points if there is no written agreement documenting any of it and the ownership interest was granted over dinner one night because “everyone trusted each other back then.” Nothing adds excitement to a closing quite like discovering a mystery stakeholder with terrible availability.

The closing table is full of surprises, and usually a few lessons you’ll carry into the next deal. The good news? Most of these surprises are avoidable or at least easily addressed with preparation and the right team in your corner. Don’t rush the process if you can help it, and as always, if you’ve got questions, you know we’ve got answers!