From Drift to Done: Why Deals Stall and How to Close Them

Deals stall because the conditions that brought them together are no longer present. Or they were never properly identified to begin with.

The parties remain polite. Emails continue. Redlines are exchanged. But no one is moving the deal forward. Delays are explained in practical terms like internal sign-off, last-minute legal questions, resourcing. But the underlying cause is simpler: decision-making has slowed. Sometimes it has stopped entirely.

This is about momentum. When momentum fades, so does clarity.

Where Deals Come Undone

In stalled deals, a few patterns recur. None of them are especially dramatic.

1. No clear decision-maker.
   The group is larger than it was at the start. Lawyers, accountants, operations, boards. Every voice is meant to help. Few are authorised to decide.
2. The risk profile has changed.
   New information has entered the conversation. An unresolved liability, a softer market signal, a governance concern. The deal hasn’t changed, but how it feels has.
3. Internal competition.
   The deal is no longer top priority. A funding round, an HR issue, a new client, a budget cycle. Attention shifts.
4. Deal fatigue.

Weeks pass. Documents accumulate. Confidence erodes. No one says it plainly, but the shared commitment has diminished.

These are mechanical, not strategic, failures. The work of closing a deal is not about finding motivation but it is about removing friction.

Friction is Predictable

The slow decay of a deal is rarely a surprise. People on the inside feel it early.

Timelines slip. Calls are cancelled. Feedback becomes generic. The person who was once leading becomes less visible.

None of this requires interpretation. It requires response.

The longer delay is allowed, the harder it is to restore velocity. Not because people change their minds. But because the premise of the deal starts to feel unstable. That perception spreads.

Legal Doesn’t Stall the Deal. Uncertainty Does.

Legal drafting often gets blamed for delay. When parties are unclear on what the contract actually protects, they hesitate. When they cannot explain a clause to their board, they remove it. When the process feels unpredictable, they pause.

These are communication problems. If the people driving the deal can’t explain it in plain terms, the deal will slow.

Not fail. Just stall. Which is harder to fix.

There Is No Neutral

In advisory work, silence is a signal. People who want to move forward say so. People who don’t want to move forward say less.

The assumption that a deal is “still progressing” because no one has objected is flawed. Drift is rarely announced. It becomes visible only when someone looks back and notices that nothing has progressed in two months.

There is no neutral state. Every deal is either moving or slowing. Waiting is a form of decision.

Closing Requires One Thing: Focus

Deals are closed when someone accepts responsibility for momentum. Not in name. In practice.

That person has four tasks:

1. Set the terms of progress; who needs to do what, and by when.
2. Remove ambiguity early. Don’t wait for it to become conflict.
3. Communicate clearly with internal and external parties.
4. Call time when the energy is no longer present.

These are not advanced techniques. They are disciplines. They are often avoided because they create accountability.

Deal Teams Are Not Designed for Closure

Lawyers protect risk. Accountants protect value. Advisors protect process. No one is assigned to protect movement.

That’s why many deals feel like they are being negotiated through a fog of good intentions. Every party wants the deal to close. But few are willing to say when it is no longer worth pursuing.

In litigation, we often saw this avoidance turn into dispute. A deal that should have been closed or exited cleanly instead became a source of blame.

Clarity Works Better Than Pressure

When a deal is drifting, pressure is often applied. “We need to settle this by quarter end.” “We can’t hold pricing past this week.” “Board needs this resolved now.”

Deadlines are easy to ignore when the other party is unconvinced.

A better tool is clarity. Clarity removes ambiguity about the purpose of the deal, the conditions for signing, and the risk thresholds. When that clarity is missing, no amount of pressure helps.

Finalising a deal is not about persuasion. It is about making it easy to say yes or no.

Walking Away Is a Legitimate Outcome

A stalled deal is not always worth saving. Sometimes the drift reveals a more honest position. The deal made sense at the beginning. It no longer does.

That should not be looked upon as a failure; it is still a result. The longer it takes to reach that result though, the more energy is wasted.

In many cases, the cleanest outcome is withdrawal. Quietly. With a simple acknowledgement that priorities have shifted.

What to Watch For

Here are five questions that help assess whether a deal is drifting:

1. Has the internal rationale for the deal changed?
2. Are key people less visible or less responsive?
3. Is the focus on the documents or on the risk?
4. Are we still solving the problem that started this conversation?
5. Would we start this process again today, knowing what we now know?

These questions do not guarantee progress. But they do prevent confusion.

The Closing Role is Often Unclaimed

Every deal needs someone to call the question. Not just legally, but commercially.

This person does not need a title. They need resolve.

They read the signals. They speak directly. They prevent the drift from becoming normal.

When that role is unclaimed, the deal remains in motion but not in progress.

Summary

Deals stall when movement becomes no one’s job. They drift when risk becomes abstract. They fail when no one notices the shift in tone.

Most of this can be prevented by doing less, not more. Fewer voices. Shorter documents. Clearer roles.

Settling your deal requires certainty, not speed. Though the later often comes with the former.

If that can’t be achieved, better to say so plainly. And move on.