Smart Business Dealmakers: The Middle-Market M&A Podcast Top 10 M&A Negotiating Mistakes with Bill McComas of Jensen & McComas
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Feb 20, 2026 
Bill McComas, co-founder of Jensen & McComas and seasoned M&A lawyer, highlights common negotiating pitfalls in middle-market deals. He talks about timing advisors early, choosing the right buyer, valuation and deal-structure traps, diligence disorganization, protecting key people and culture, and how leverage and fatigue can sway outcomes.
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Align Buyer And Seller Goals
- Misalignment of goals between buyer and seller is the top error when choosing an exclusive negotiation partner.
- Legacy-focused sellers and purely financial buyers often have incompatible outcomes despite similar economics.
Price Offers With Industry Knowledge
- Get industry-savvy advisors to price offers and structure deals because multipliers and common terms vary widely by sector.
- Ask bankers and accountants about typical multiples and earnouts before making a first bid.
Preserve Leverage After LOI
- Avoid going exclusive too early; keep multiple bidders engaged as long as goals align to preserve leverage.
- Resist negotiation burnout and remain 'tight-aggressive' to secure better terms instead of conceding under fatigue.