Is This Buyer Serious, or Just Fishing?

Every seller hits the same moment.

You get the inbound interest. The buyer is excited. Meetings are energetic. Then the conversation shifts to an LOI, you sign it, you grant exclusivity, and suddenly you find yourself staring at your inbox wondering what just happened.

Are they truly committed, or are they fishing for information? Are they pulling back? Is your deal actually going to close?

After running a lot of successful software transactions at Hemisphere, I can tell you this: serious buyers behave in a remarkably consistent way. And when they are not serious, the pattern is just as clear. The best buyers show up with a system.

Once an LOI is signed, an engaged buyer immediately moves into a regimented diligence plan. There’s a timetable. There’s a schedule of deliverables. There are owners on both sides. You know what is due this week, what is due next week, and what decisions sit behind each milestone. That structure is not bureaucracy. It is commitment, made visible.

Most importantly, that process is led by corporate development. When corp dev is running point, it usually means the buyer has internal alignment, a budget, and a mandate to get to the finish line. You also tend to see it in the cast of characters. The serious deals bring out senior people early: the SVP who owns the business line, the GM who will carry the integration, sometimes the CEO for a portfolio company, sometimes the managing partner if it’s private equity.

They also tackle the workstreams that actually decide whether a deal survives diligence. Technical review. Financial diligence. Quality of earnings. Legal and IP. They are not looking for perfection, but they are looking for certainty. And when something changes, it is handled inside the framework. It’s not a surprise. It’s a decision.Now compare that to the buyers who are not truly engaged.

The LOI gets signed and the buyer goes quiet. Meetings drift. Calls happen without agendas. The buyer starts asking fundamental questions about the business that should have been resolved before exclusivity was ever requested. There is plenty of talk, but very little forward motion.

One of the biggest tells is when the deal owner changes midstream. The person who drove the LOI disappears, and someone new is “taking over.” Sometimes that is innocent. More often, it’s a sign the internal champion lost influence, priorities shifted, or the deal never had full support in the first place. Deals rarely recover momentum after that handoff.

Then there is the LOI itself.

A strong LOI is specific. It doesn’t solve every issue, but it sets real parameters: structure, price mechanics, escrow, earnout concept if relevant, working capital treatment at a high level, diligence timeline, and clear assumptions. A vague LOI that punts key terms is often a free option. It gives the buyer exclusivity while preserving maximum flexibility to retrade later, or to simply walk away after learning what they came to learn.

This is where experienced advice matters. Sellers often interpret an LOI as proof of seriousness. In reality, seriousness is proven after the LOI, through pace, structure, and ownership. The simple rule is this: watch what the buyer does in the first ten days of exclusivity. A committed buyer accelerates. A tourist stalls.

And if you see the stall, treat it as data. Because in M&A, deals do not usually die in one dramatic moment. They die in the slow fade.