By Pascal Wittet, Partner at Orca Equity Partners
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Let me tell you about the moment in every deal when the mood turns.
You’re four months into what was meant to be a three-month process. Due diligence dragged on because the seller kept “finding” documents in the basement. You’re now neck-deep in legal drafting, simultaneously raising capital from a cap table that asks more questions than a toddler on a long car journey. And then it happens.
The seller clears their throat on the weekly call: “Pascal, we planned our holiday around your three-month timeline. We’re away for a month from Friday—completely uncontactable—and if we’re not signed by then, we may need to reconsider the whole thing.”
Never mind that the holiday was in the diary long before the delays began—delays that originated almost entirely on their side. Never mind the six weeks your DD providers spent waiting for information promised “by Friday” approximately eleven Fridays ago. The pressure has shifted. You’re now the villain in their story, and the deal is suddenly hostage to a beach in Portugal.
Here’s how I make sure that never happens: I run every deal off a project plan.
I know, I know. Revolutionary stuff. Next I’ll be recommending you use a calendar.
But stay with me, because there are two benefits—one obvious, one genuinely game-changing.
Benefit One: A Map for the Lost
Your seller has, in all likelihood, never sold a business before. This is the deal of their lifetime, and they have no idea why it takes so long. From their perspective, they’ve agreed to sell, you’ve agreed to buy—so why are we still talking six months later?
A project plan answers this before it’s even asked. It shows them the full journey: DD, legal documentation, financing, completion. It transforms “why is this taking forever?” into “ah, so we’re here, and next we get there.” Frustration thrives on uncertainty. A plan kills uncertainty.
That’s the obvious benefit. Here’s the one that actually saves deals.
Benefit Two: The Pressure Flip
The first six weeks of your standard three-month plan are allocated to due diligence—every phase of which depends entirely on your seller producing information. And lo and behold, the information isn’t all there. So your six-week DD workstream quietly stretches to three months as you wait for the last missing pieces.
Then the lens shifts. Suddenly it’s your turn: drafting the legals, raising capital, herding investors toward a close. The pressure that sat squarely on the seller evaporates. They can see the cash finish line. And that’s precisely when they turn on you.
Pointing out that the delays came from their side doesn’t wash. Nobody remembers the eleven missed Fridays. They only remember that you promised three months.
So how does a project plan fix this? This is the secret sauce.
The Critical Path: Your Secret Weapon
If you use professional project planning software—I use Smartsheet—you can link all your phases through to completion, then toggle on the “Critical Path” view. A red line appears connecting every dependent phase to the finish, where one day of delay pushes completion out by exactly one day.
Now picture your weekly call. The seller says, “That financial information will be ready next week instead of this week.” In the old world, you’d sigh and absorb it. In the new world, you pull up the plan: “No problem—just so we’re aligned, that one-week delay moves completion from the 15th to the 22nd. Still comfortable with that?”
The frustration that was about to land on you gets gently redirected to its actual source. Not through blame, but through a simple, visual, undeniable fact. It’s not an accusation, just arithmetic.
For most SME deals, the critical path runs through financial due diligence and then into the SPA—90% of the time, those two are the constraint that dictates your completion date.
Weekly Calls Are Non-Negotiable
The plan only works if you run it actively which means weekly calls. Early on, these are with the seller and your DD houses, to prioritise the coming week’s actions around the tasks actually on the critical path. As you move into legals, bring both sets of lawyers (and where relevant, debt providers) onto the calls. Everyone looking at the same red line, working toward the same date, is remarkably effective at driving a deal over the line.
The Dos and Don’ts
DO:
- Get genuine buy-in: VVendor, lawyers, DD providers—everyone on a workstream should sign up to the delivery timeframe. A plan nobody has agreed to is just your wish list.
- Share it weekly, in PDF: Send the vendor the plan every week, with a short summary of the key critical path items and the latest completion date. Repetition turns the timeline into a shared reality.
- Run weekly all-party calls: And use the plan to drive your agenda, so you spend the call on what’s on the critical path, not what’s merely noisy.
- Lock in auto-renewing exclusivity first: A project plan keeps the deal on track; auto-renewing exclusivity keeps the deal yours (see my previous article).
- Break workstreams into phases of ownership: Make it clear who holds the baton at each stage—your lawyers draft the SPA, the seller’s lawyers review, and so on. Ambiguity over ownership is where time quietly disappears.
DON’T:
- Don’t start FDD until the data-room is 95% populated: Firing the starting gun early feels like momentum, but FDD providers working from a half-empty data room just generate questions, fee overruns, and a field-work phase that quietly doubles in length. Make a populated data room the gating item
Don’t build it in Excel: Tempting as it is, your plan must have a critical path function. It’s very hard for a vendor to argue with slippage when the link between delayed information and a later completion date is mathematically driven rather than a matter of opinion. Excel gives you a pretty table. It doesn’t give you the red line. - Don’t share your fundraising timetable: Your capital raise is yours to manage behind the scenes. Handing the vendor another deadline to exploit helps nobody.
A deal is stressful enough, especially as you approach the finish. Having a tool that quietly drives toward completion, and takes the temperature down when things drag, has saved more of my deals than any clever clause or negotiating tactic ever has.
And at Orca, that’s exactly the kind of practical infrastructure we try to put in searchers’ hands: not theory, but tools that work on a wet Tuesday when the seller’s accountant has gone quiet and your investors want an update.
To that end, I’ve appended a template deal project plan below. Download it, drop it into your tool of choice, and adapt it to your deal.
No software can make selling a business quick. But for £7 a month, one can at least make it unmistakably clear why it wasn’t – which, in M&A, turns out to be the next best thing.
