At first glance, most M&A transactions appear to follow a predictable path: initial interest, a signed term sheet, due diligence, negotiation of definitive agreements, signing and closing. In practice, however, even well-structured deals may lose momentum at various points along this journey. Conversations take longer, timelines become less certain, and what once felt like a straightforward path to closing requires reassessment. It is rarely one decisive issue that derails progress; more often, it is a series of smaller frictions – some visible, others less so – that quietly accumulate.

Understanding these recurring pressure points not only helps address the aspects that slow down progress but also sheds light on the role of legal advisors in keeping transactions on track.

Subtle tensions in negotiations

One of the most common sources of delay lies in the negotiation phase – not because parties disagree outright, but because they hesitate, reassess and recalibrate.

Key commercial terms – such as price adjustment mechanisms, earn-outs, debt-like items, indemnity caps or liability thresholds – introduce layers of complexity that are not always fully internalized at the outset and often become focal points of prolonged discussions. These are not merely legal constructs; they reflect deeper differences in risk allocation and valuation philosophy. A buyer seeking robust protection may encounter a seller equally determined to preserve certainty of proceeds.

What slows things down is not necessarily disagreement itself, but the pace at which parties converge. Shifts in position, internal approval processes or the introduction of new stakeholders can reopen points that seemed settled, elongating timelines in ways that are difficult to predict at the outset.

Due diligence: why context matters

Due diligence rarely blocks a transaction outright, but it frequently alters its rhythm. Although most of the identified issues would not normally stop a transaction, they introduce uncertainty. And it is often this uncertainty, rather than the issue itself, that slows things down.

Unexpected findings – be they historical compliance gaps, contractual inconsistencies or liabilities, tax exposures or regulatory sensitivities – require time not only to identify, but to understand and contextualize. The significance of a due diligence finding is seldom absolute; what appears material in one transaction may prove less so in another, depending on the target’s business model, risk profile and operating context. Equally, the same issue in a given transaction may be perceived differently by each side: what appears to the buyer as a material risk may be viewed by the seller as manageable or immaterial.

This difference in perspective often leads to a second layer of negotiation, where legal, tax and financial advisors work to translate technical findings into commercial implications. Price adjustments, specific indemnities, qualified representations and warranties, escrow arrangements or pre-closing remediation measures may all emerge from this process, each requiring careful structuring and agreement.

When expectations diverge

Even when parties enter a transaction with broadly aligned objectives, differences in expectations tend to surface as the process unfolds.

These discrepancies may relate to timing (how quickly the deal should close), scope (what exactly is being transferred), pricing elements and liability mechanics (understanding their implications) or post-closing involvement (especially in founder-led businesses). In cross-border contexts, differences in market practice or legal culture can further complicate alignment.

If not addressed at the right moment, such misalignments may create a subtle but persistent drag on progress.

Timing and coordination challenges

M&A transactions are inherently multi-layered exercises, often involving parallel workstreams – legal, financial, tax, operational – each with its own complexities and timeline.

Delays may frequently arise not only from substantive disagreements, but also from coordination challenges. The availability of key decision-makers, the sequencing of deliverables or interdependencies between workstreams can all affect momentum. A delay in one area (for instance, the finalisation of due diligence for a relevant workstream) may ripple through the entire process. Circulating drafts before input from other workstreams has been received may prove inefficient and often disruptive, as subsequent input may reopen points that had otherwise been treated as settled.

In competitive or auction settings, timing pressures are even more pronounced, as parties balance the need for speed against the need for diligence.

Regulatory approvals and interim dynamics

Where regulatory approvals are required – whether merger control, foreign direct investment screening, or sector-specific authorisations – timelines are no longer entirely within the parties’ control.

Preparation of filings, interactions with authorities and potential requests for additional information introduce an external dimension to the process. Uncertainty regarding the duration or outcome of such procedures can lead to cautious drafting of long-stop dates, conditionality clauses or termination rights.

Even where approval is ultimately expected, the interim period may slow down other aspects of the transaction, as parties hesitate to commit fully before regulatory clarity is achieved.

At the same time, the period between signing and closing may reveal more pronounced dynamics between the parties. Particularly in transactions subject to regulatory approvals, the interim phase requires concepts agreed in principle to operate in practice. Clauses on the conduct of business, information flows or consent rights are no longer abstract – they shape day-to-day decisions. Ambiguities that seem manageable on paper can become sources of tension in real time.

Decision-making processes and internal hesitations

Transactions frequently involve parties with different internal rhythms – entrepreneurs, corporate groups, private equity investors. Beyond formal negotiation and regulatory processes, transactions can also stall within the parties’ own organisations. Their decision-making processes may not always align smoothly. What is a relatively simple step for one side may require several layers of internal approval on the other. In such cases, delays are not driven by disagreement, but by process. Shifts in deal structure or commercial terms may also require revised mandates or renewed internal approvals.

Changes in market conditions or shifting strategic priorities may also lead to pauses or reassessments. Amid changing circumstances, investment committees, boards of directors or financing partners may request additional analysis or impose conditions that reshape deal dynamics.

On the other hand, not all delays are of a technical nature. Some are simply human. Founders may hesitate when faced with the reality of stepping back from a business they have built over time. Buyers may become more cautious as they move from strategy to commitment. Parties may also need time to pause, reflect and reassess before moving forward. These moments of hesitation are rarely articulated directly or visible in transaction documents, but they often explain why progress appears uneven from the outside.

The lawyer’s role: steering complexity

Against this backdrop, the role of the lawyer extends beyond conducting legal due diligence and technical drafting. While legal precision remains essential, much of the real value also lies in managing complexities, anticipating points of tension and maintaining continuity.

This often involves translating between different “languages” within the transaction: legal, tax, financial, commercial and operational. It means identifying early in the process where issues are likely to arise and framing them in a way that facilitates resolution rather than escalation. It also requires an experienced and pragmatic understanding of market standards and the ability to focus on what truly matters – ultimately, knowing when to press for a point and when to propose a workable compromise.

In periods where momentum slows, lawyers frequently act as a stabilising force. By structuring solutions to due diligence findings, suggesting alternative approaches for heavily negotiated clauses or aligning timelines with regulatory realities, they help convert potential obstacles into manageable steps.

While negotiations may take different turns and external factors evolve, the legal framework of the transaction – carefully developed and steadily refined – serves as an anchor, allowing the process to move forward.

Keeping sight of closing

Successful transactions are rarely without complications. Delays, reassessments and moments of uncertainty are part of the process rather than exceptions to it. What distinguishes transactions that stay on track is not the absence of such issues, but the way they are addressed.

Progress in M&A is not always linear. It is the result of incremental alignment, careful navigation and sustained engagement from all participants. The outcome – a successfully closed transaction – is usually the one that gets the spotlight. Within that process, the lawyer’s contribution often lies in the less visible ability to resolve, recalibrate and guide, allowing the deal to reach its intended destination.

Oana Duțu-Buzura, Partner DLA Piper
Denisa Achim-Postea, Senior Associate DLA Piper