A key employee left before closing. Can I adjust price, timing, or terms to protect my investment?

Talk with the seller right away. Stay professional but clear about your concerns, and consider asking to:

• Adjust the price to reflect the reduced value.
• Delay closing to see if the business stabilizes.
• Add conditions or holdbacks tied to employee retention or post-closing performance.

Check your purchase agreement for clauses on staffing changes, representations, and closing conditions. Some deals include “material adverse effect” (MAE) or “bring-down” clauses that may give you the right to renegotiate or walk away if major changes happen before closing.

If the seller made written promises (representations) about management stability or employee retention, and those turn out to be false, that could also justify ending the deal or seeking indemnification after closing.

Any changes should be put in writing and signed before moving forward. Due diligence is there to catch surprises like this—use it to protect your investment.

What to consider in your specific situation

While these tips apply broadly, what makes sense for your situation depends on several factors.

• The type and size of the business being sold.
• The importance of the employee’s role to operations or customers.
• What your purchase agreement says about staffing changes.
• Local laws or regulations affecting business transfers.
• The seller’s willingness to adjust or delay the deal.

Since every contract is different, you can use Rocket Copilot or request a Legal Pro review to get more information about your agreement before signing.