When people hear “M&A,” they often picture high-stakes corporate transactions with teams of bankers, accountants, and lawyers, carefully engineered deal structures, and a playbook everyone follows. But when you’re working in the world of small business M&A, things don’t quite look the same.

And if you’re a founder, owner, or buyer in the small business space, understanding that difference is critical.

In traditional middle-market M&A – say, deals north of $25 million – there are well-established norms. Most deal terms fall within predictable ranges, as there’s usually a shared understanding of “market terms.”

Small business M&A is different

There is no regular “market” standard.  Every deal is unique and shaped by business realities, individual personalities, practical limitations, and the knowledge (or lack thereof) of the people involved.

In many small business deals:

• Sellers built the business on their bootstraps, so they’re emotionally attached to the business.  
• Sellers have not gone through a transaction before and are often cautious of the process.
• Buyers are often operators or first-time entrepreneurs themselves, diving into “entrepreneurship through acquisition.”
• Attorneys (on the other side) sometimes lack meaningful M&A experience.

Experience Matters (More Than You’d Think)

In my 16 years of transactional experience spanning deals of all sizes and forms, I’ve learned that the stakes for small businesses are no less real, but the deal mechanics require a different touch.

Getting a small business deal across the finish line takes more than legal knowledge–it requires:

• Recognition and discussion of “deal killer” issues early.
• Judgment about when to push and when to bend.
• Coaching the client on how to resolve issues with the opposing business team member.
• Adaptability when unexpected issues surface in later stages of the process (they will).
• Creativity in crafting solutions without blowing up the deal.
• Patience in guiding sellers through unfamiliar terrain.

This article kicks off a short series to explain my view of the process and equip business owners, buyers, and advisors with insight into how small business deals get done.

I plan to broadly cover the small business M&A process with specific focus on:

• LOI,
• Deal Structure,
• Financing,
• Tax Considerations,
• Preparing the Business for Sale, and
• Definitive Agreements and Ancillary Agreements.

Whether you’re thinking about selling, actively buying, or advising someone in either position, my goal with this series is to provide clear, practical insight into this world without too much jargon.

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