How to Protect Your Business Sale from Offer Sequencing Tactics.

How the tactic typically plays out

A buyer using this approach opens with a bid noticeably below what due diligence and market comparables would support, often citing risk factors or unproven growth. If the seller pushes back, the buyer raises the offer in modest increments, each one framed as a concession, while the seller is encouraged to feel progress is being made even though the final figure remains anchored close to the original low opening point. The tactic relies on the seller responding emotionally to each incremental increase rather than measuring every offer against an independent view of value.

The pattern is sometimes reinforced by timing pressure, where the buyer suggests the improved offer is only available if agreed quickly, or by introducing a new concern discovered during preliminary diligence just as the price is being discussed. Both tactics are designed to prevent the seller from stepping back to assess the offer objectively. Recognising these as tactics rather than genuine constraints is the first step in responding to them effectively.

Why sellers are vulnerable to it

Anchoring works because the human tendency is to judge new numbers relative to the first one seen, not against an objective baseline. Sellers who have not had an independent valuation, who are emotionally attached to the sale completing quickly, or who are negotiating with only one interested buyer, are more likely to accept a sequence of small increases as reasonable progress rather than recognising the final figure as still below fair value.

A seller negotiating alone, without a corporate finance adviser managing the process, is also more exposed because the buyer's team typically has more experience running this kind of staged negotiation than an owner selling a business for the first time. Fatigue plays a role too: a negotiation that drags on over weeks can wear down a seller's resolve, making a mediocre offer feel acceptable simply because the process has taken so long to reach it.

Practical defences during negotiation

Entering negotiations with a clear, evidence-based view of value, ideally supported by enterprise value and equity value analysis rather than a rule of thumb, gives the seller a fixed reference point that does not move regardless of what the buyer opens with. Running a process with more than one credible buyer, even informally, removes much of the pressure that makes anchoring effective, since the seller is not forced to accept incremental movement from a single counterparty.

It also helps to agree, before negotiations begin, a minimum acceptable outcome and to treat that figure as fixed rather than something that can be eroded through the course of discussions. Sellers should be wary of any request to respond to an offer quickly, since time pressure is one of the main tools used to prevent an objective reassessment of value. Taking a pause to review an offer against the original valuation evidence costs nothing and removes much of the tactic's effectiveness.

What to do when an offer looks anchored low

The most effective response to an opening offer that looks deliberately low is to ask the buyer to justify it against specific figures in the business, rather than to counter emotionally or immediately reduce the seller's own expectations. Asking for the assumptions behind the figure, such as the earnings multiple applied or the risk factors cited, forces the buyer to engage with the business on its merits rather than relying on a number designed purely to anchor.

If the buyer cannot support the opening figure with specific reasoning, that is itself useful information about how the rest of the negotiation is likely to be conducted. A seller is entitled to restate their own evidence-based valuation and to decline to move from it simply because an offer has been raised slightly from an artificially low starting point. Where a buyer's justification does reveal a genuine concern, such as customer concentration or an unresolved contract issue, that concern should be addressed on its own terms rather than accepted as grounds for a blanket price reduction.

Where this fits in the wider negotiation

Offer sequencing is one of several tactics buyers may use during price discussions, alongside deadline pressure and selective disclosure of concerns raised in diligence. The negotiating a business sale guide covers these tactics in more detail, and understanding the broader business sale timeline helps a seller judge whether a proposed deadline is genuine or simply another pressure tactic. Owners running a process without an adviser should also review how to structure the sale for maximum benefit, since the overall structure agreed matters as much as the headline figure reached through negotiation.