10/14/2026
Most deals don't fall apart overnight. They stall on a handful of predictable issues, and we tend to see the same ones come up again and again:
Working capital targets that don't match how the business actually spends month to monthEarn-out terms that leave gross versus net revenue undefinedDisclosure schedules that skip details a buyer will find anyway during due diligenceIndemnification caps and baskets negotiated without a clear sense of actual exposureWork with someone who has negotiated these issues before. Reach out at penwelllaw.com/harrisburg-mergers-acquisitions.