Working capital adjustments often surprise founders at completion. Not because they are unfair, but because expectations were never aligned.
The result is frustration and sometimes a lower net outcome than anticipated.
Completion mechanics matter.
Why this trap is so common
Founders naturally focus on valuation and structure. Working capital feels technical, secondary, and often poorly explained.
Buyers, however, see working capital as essential to protecting the business’s ongoing operation.
What typically causes tension
Disagreement arises when “normal” levels of working capital are unclear or poorly evidenced. Seasonal fluctuations, historic under-investment, or inconsistent reporting all contribute to confusion.
When clarity is missing, negotiation happens late – when leverage is limited.
What this means at different stages
If you’re close to an exit, understanding and evidencing working capital expectations early can protect both value and goodwill.
If you’re building longer term, improving working capital discipline now reduces friction later and strengthens operational resilience.
The common mistake – Treating working capital as a legal detail rather than a value issue.
The quieter reframe – Price is agreed once. Working capital affects what you actually receive.
A final thought
The Exit Readiness Report often surfaces working capital risk indirectly, through cash conversion and reporting consistency.
This aligns closely with The Exit Roadmap, where many founders discover that value is lost not in negotiation, but in misunderstanding.
If your deal completed tomorrow, would the final number match what you expect and why?
