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Buying & Selling a Business

Is it fair for a buyer to discount my price just because I'm the only one who knows how things run?

TSL Written by the Treadstone Law team· Updated August 2026

It's a legitimate negotiating position, even if it doesn't feel fair from where you're sitting. A buyer isn't just purchasing today's earnings — they're purchasing the business's ability to keep producing those earnings after you're gone, and if that ability genuinely depends on knowledge, relationships, or decisions that exist only in your head, the buyer is taking on real risk that you, as the seller, won't be carrying afterward. Pricing that risk into the offer isn't unreasonable; it's how buyers protect themselves against a business that underperforms once the person who actually ran it has left.

The nuance is that "fair" here is really a negotiation, not a fixed rule — the size of the discount is a matter for discussion, and it can often be addressed through structure rather than simply accepting a lower headline price: staying on for a paid transition period, documenting your processes as part of the deal, or agreeing to an earn-out that shares the risk between you and the buyer rather than loading it entirely onto the price.

Rather than arguing about whether the discount itself is fair, it's usually more productive to negotiate how the risk gets shared. A business lawyer can help you structure a deal that addresses the buyer's real concern without simply accepting a lower number.

Key takeaways

  • Discounting for owner dependency reflects real risk the buyer is taking on, not unfairness.
  • The size of the discount is negotiable, not fixed.
  • A transition period, documentation, or an earn-out can share the risk instead of just cutting price.
  • Focus negotiation on how the risk is shared rather than whether a discount is fair.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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