Negotiating the purchase price and seller note can make or break a business transaction. In this week’s episode of the Dealmaking with Laura DiFrancesco podcast, Laura shares how both buyers and sellers can approach these conversations with clarity and strategy. She lists the components that make up a purchase price, why seller notes matter, and how to structure deals that balance risk and reward for both sides. Laura also talks about working capital adjustments, tax planning, and how to avoid common pitfalls. By taking a thoughtful and transparent approach, both parties can protect their interests and close a stronger deal.
What You’ll Learn
Key Factors in Negotiating Purchase Price
// Understand the components that make up a purchase price, including fixed and variable elements, and how to approach value disagreements.
The Role and Benefits of Seller Notes
// Learn how seller notes can bridge pricing gaps, impact taxes, and benefit both buyers and sellers post-closing.
Tax and Valuation Considerations
// Gain insight into how tax treatment and valuation methods affect the overall deal structure and negotiation strategy.
Effective Deal Structuring and Risk Management
// Discover strategies for aligning interests, reducing conflict, and creating a fair, workable deal for both parties.
Episode Highlights:
[01:17] Introduction
[02:23] Common negotiation mistakes
[07:38] Working capital and deal structure
[15:17] Deal Street Law Ad
[17:20] Valuation methods and tax considerations
[28:59] Legal Foundations Ad
[30:12] Seller note terms
[38:53] Negotiation strategies and common pitfalls
{45:15] Outro
Resources Mentioned
For free legal guides and resources click HERE.
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Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Ariel Yu
Associate Producer // Ariel Yu
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