Who doesn’t look back and wonder what if? What if we begin each week with insight that keeps us from repeating our mistakes? What if we intentionally started each week with a ReSET? Newt Fowler’s biweekly column shares how CEOs refocus on what matters.

Everybody has their list of what kills deals. In thinking through the deals we’ve done this year, both buying companies and selling them, some cautionary patterns appear.

Kicking the Can Down the Road. Every company has its issues, and some prefer to hide them for as long as possible. Nothing kills a deal like delaying the disclosure of a problem. It kills trust, derails momentum and opens the deal to retrading. There is always a struggle with when to tell, but those who figure out how to handle such disclosures during the letter of intent stage end up better off.

Knocking out the Competition. Structuring terms are hard, and the most challenging of those terms, such as working capital thresholds and earn-outs, are often left to address later. When the term sheet is little more than a pause in negotiations, signing it does little more than knock out other suitors through its exclusivity provision, and is little more than a pause in negotiations without the ability – or leverage – to find alternate suitors.

Song that Never Ends. Whether due to a signing a simplified term sheet or because discipline isn’t instilled in the negotiation process, those who let negotiations drag on through multiple rounds of document revisions or by negotiating issues on a piecemeal basis, not only spend more to get the deal done but often end up with worse terms. Enforce a negotiation structure or watch what were decent terms get chipped away.

Working Capital. Don’t let the working capital discussion become merely valuationdebate. Know what your historic working capital threshold has been and ensure that a buyer doesn’t inflate it. Similarly as a buyer, get sufficient month to month numbers to ensure you’re not getting sandbagged on working capital for seasonality or other variables.

Earn-outs. Deferred, variable payments based on future performance are perhaps the toughest terms to tackle. They’re even harder when tied to EBITDA or other “net” calculation. Focus on those expense and operational decisions that will affect its calculation, from overhead load, to inclusion of new customers; and if acquired by a strategic, it brings a host of additional challenges to ensure you’re getting a fair measure of the performance of the legacy business.

Culture Wars. How critical is the founder to the transition of the business after the sale? Are key employees comfortable with their new roles? Are compensation and incentives being changed? Are legacy staff being asked to change how they work? Do they feel screwed by their former owner? Given the inherent delay in talking with employees (a seller wants to know the deal is a certainty), buyers often get limited insight into who is really important and what makes the team being acquired tick. And a seller loses the ability to achieve any earn-out if the team aborts after the deal if his team finds the new owner toxic.

Everyone focuses on price. But the best price may very well prove ephemeral when the deal loses steam when the transaction isn’t handled correctly and bigger challenges arise. Those that pause and truly reflect on what dynamics will make their deal successful and have the discipline to handle the transaction accordingly are the ones most likely to see their price realized.

With more than 25 years’ experience in law and business, Newt Fowler, a partner in Womble Carlyle’s business practice, advises many investors, entrepreneurs and technology companies, guiding them through all aspects of business planning, financing transactions, technology commercialization and M&A. He chairs the Board of TEDCO and serves on the Boards of the Economic Alliance of Baltimore, and Big Brothers Big Sisters of the Greater Chesapeake. Newt can be reached at nfowler@wcsr.com.