Handling Partnership Misalignment During the Sale Process

Handling Partnership Misalignment During the Sale Process by Dr. Allen Nazeri CM&AP

What Happens When Partners Aren’t Aligned—and How to Save the Deal

As an M&A advisor with over a decade of hands-on experience in deal-making, I’ve seen a lot. Deals stall. Offers get withdrawn. Valuations shift. But one of the most common, and underestimated reasons a sale can fall apart is partnership misalignment on the sell-side. Whether it's co-founders, silent partners, or family members with equity stakes, when there's a disconnect in vision, values, or urgency, deals can unravel quickly.

Let me walk you through a real-world scenario and how we tackled it, while also sharing actionable advice for handling partnership misalignment during the sale process.

Recognizing Partnership Misalignment Early

One of the first warning signs of misalignment is hesitation. During initial discussions with buyers, if one partner is fully engaged and the other is silent or distracted, pay attention. That’s not just nerves—it could be a philosophical or financial disagreement beneath the surface.

In one recent deal I worked on, a medical group with three physician partners decided to explore a strategic exit. The primary partner, the de facto CEO, was eager to capitalize on a growing market. The second was cautiously optimistic. The third? He barely spoke during our Zoom calls and often skipped them altogether.

I knew immediately this wasn’t just a scheduling conflict. It was partnership misalignment—and it had the potential to derail everything if not addressed.

The Impact of Partnership Misalignment on the Sale Process

When partners are not aligned, buyers can sense it—and they get nervous. Here's how it manifests:

• Deal delays: Internal disagreements slow down decision-making.

• Inconsistent messaging: When partners offer different stories to the buyer, it creates confusion and mistrust.

• Valuation disagreements: One partner may be satisfied with the offer, while another insists it undervalues the business.

• Post-sale role uncertainty: If only one partner wants to stay on after the sale, it raises continuity concerns.

In the case of our medical group, the buyer, a well-capitalized PE-backed roll-up, was highly interested. But after two meetings, they pulled back, citing “lack of unity” as a red flag. I couldn’t blame them.

Diagnosing the Root Cause of the Misalignment

Every partner misalignment is different. Sometimes it’s about money. Other times, it’s ego, fear of change, or unresolved interpersonal history.

In family-run businesses, dynamics can get especially complicated. I’ve seen siblings with equal ownership who can’t even agree on what day to schedule due diligence calls. I've seen spouses of minority shareholders acting as shadow decision-makers behind the scenes.

In the case of the three doctors, the silent partner felt pushed out of decision-making. He was worried that the sale would benefit the lead partner disproportionately and wasn’t confident he’d have a future role.

Before I could proceed, I had to bring all three partners together, and not to talk to the buyer, but to talk to each other.

Handling Partnership Misalignment During the Sale Process

Here’s how we addressed it, and how you can too:

1. Pause Buyer Discussions

You cannot negotiate externally if you’re misaligned internally. We pressed pause on buyer conversations for two weeks. This gave us the space to focus on resolving internal issues.

2. Facilitate a Partner Alignment Session

I facilitated a private, advisor-led Zoom session with all partners to air concerns. My role was not to take sides but to ask the hard questions:

• “What does a successful outcome look like for each of you?”

• “Who wants to stay post-sale? Who doesn’t?”

• “What equity split would feel fair at exit?”These questions revealed the real issues—not just financial but emotional.

3. Restructure the Deal Internally First

Once we uncovered the pain points, we negotiated a preliminary internal agreement. In this case, we restructured the post-sale roles and made a performance-based earnout more equitable between the three partners. That alone gave the hesitant partner a path to stay involved, earn more, and exit on better terms in the future.

4. Clarify Voting Power and Decision Authority

In many partnerships, no one knows who gets the final say. That’s dangerous. We helped the partners adopt a voting framework for sale-related decisions, and clearly designate a lead negotiator (in this case, the managing partner).

5. Return to the Buyer with a Unified Voice

Only after internal alignment did we re-engage the buyer. This time, the tone was different. The questions were sharper. The body language was more confident. The buyer noticed, and it renewed their interest. We were able to close the deal within 60 days.

Lessons Learned on Managing Partner Disputes in M&A

• Never assume internal unity. Ask tough questions early in the process.

• Listen for silence. The partner who’s not talking is often the one holding things up.

• Use neutral third-party facilitation. A skilled advisor or M&A consultant can mediate sensitive discussions better than partners can themselves.

• Be prepared to walk away. Sometimes the misalignment is so deep that pushing a sale could permanently damage relationships or trigger lawsuits. In those cases, it’s better to wait or restructure the business.

Partnership Misalignment Is a Common—but Solvable—Problem

If you’re a founder or partner considering a sale, don’t just focus on the buyer. Look inward first. Is everyone on board? Have difficult conversations been avoided? If so, those will resurface—and sabotage your deal.

M&A is not just financial. It’s deeply emotional, especially for founders who’ve built something together. And when that emotion is coupled with partnership misalignment, it creates uncertainty—something buyers run from.

But with the right guidance, communication, and strategic restructuring, even the most complex internal disputes can be resolved.

Final Thoughts on Handling Partnership Misalignment During the Sale Process

In my experience, the best deals are not the ones with the highest offers; they’re the ones with the cleanest execution. And clean execution starts with internal clarity.

So if you're getting ready to sell your company, don’t just assemble your financials or hire a banker. Sit down with your partners, co-founders, spouses, shareholders—and ask the hard questions. Are we aligned? Are we ready? Are we unified?

Because if you're not, the deal won’t just fall apart, it might never even get started.

Dr. Allen Nazeri, aka "Dr. Allen," boasts over 30 years of global experience as a healthcare entrepreneur. He is the Managing Director at American Healthcare Capital and Managing Partner at PRIME exits. Dr. Allen provides strategic growth consulting to leadership teams of both privately held and publicly listed companies, ensuring their preparedness for successful exits.

He holds a Dental Degree from Creighton University and an MBA in M&A and Investment Banking from the University of Bedfordshire. Dr. Allen is the author of "Value Engineering: Strategies to 10X the Value of Your Clinic and Dominate the Market!" and the brand new book "Selling Your Healthcare Company at a Premium". Dr. Allen offers a free valuation to business owners ready for a partial or complete exit strategy. Dr. Allen collaborates with strategic buyers, private equity firms, and institutional investors, taking direct accountability for the annual successful sell-side representation of nearly $750M in enterprise value.

To have a confidential discussion about your company and receive a free valuation, please email Allen@ahcteam.com or Allen@ahcpexits.com

You can now communicate with Dr. Allen's clone https://www.delphi.ai/drallen