EPISODE · Jun 17, 2026 · 8 MIN
How a Single Line Item Sank a Nine-Figure Deal
from The Business Negotiation Podcast with Fexingo: Deals, Contracts, and Closing Conversations · host Fexingo
In this episode of The Business Negotiation Podcast, Lucas and Luna dissect a $200 million acquisition that fell apart because of one overlooked line item in the due diligence spreadsheet. They walk through the real case of a mid-market software company whose revenue was built on a single customer, how the buyer's team missed it, and why the seller's negotiator used a 'no-recourse' clause to kill the deal when the problem surfaced. The conversation covers the specific negotiation tactic—the 'poison pill disclosure'—and how to structure earnouts and representations to protect yourself. Lucas and Luna also share a practical framework: the three-line test for any material contract in M&A negotiations. If you're in dealmaking, this episode will make you look at your due diligence checklists differently. #MergersAndAcquisitions #DueDiligence #NegotiationTactics #LineItem #DealBreaker #Acquisition #Business #BusinessNegotiation #Deals #Contracts #ClosingConversations #FexingoBusiness #BusinessPodcast #Lucas #Luna #Earnout #RepresentationsAndWarranties #PoisonPill Keep every episode free: buymeacoffee.com/fexingo
What this episode covers
In this episode of The Business Negotiation Podcast, Lucas and Luna dissect a $200 million acquisition that fell apart because of one overlooked line item in the due diligence spreadsheet. They walk through the real case of a mid-market software company whose revenue was built on a single customer, how the buyer's team missed it, and why the seller's negotiator used a 'no-recourse' clause to kill the deal when the problem surfaced. The conversation covers the specific negotiation tactic—the 'poison pill disclosure'—and how to structure earnouts and representations to protect yourself. Lucas and Luna also share a practical framework: the three-line test for any material contract in M&A negotiations. If you're in dealmaking, this episode will make you look at your due diligence checklists differently. #MergersAndAcquisitions #DueDiligence #NegotiationTactics #LineItem #DealBreaker #Acquisition #Business #BusinessNegotiation #Deals #Contracts #ClosingConversations #FexingoBusiness #BusinessPodcast #Lucas #Luna #Earnout #RepresentationsAndWarranties #PoisonPill Keep every episode free: buymeacoffee.com/fexingo
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How a Single Line Item Sank a Nine-Figure Deal
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