Third-party consents that can block a closing
A deal can be priced, negotiated, and fully financed and still not close, because someone who isn't the seller has to sign.
Every deal has a short list of third parties who can stop it closing without renegotiating a single term. Getting their consent is its own workstream with its own lead time, and buyers lose ready deals to it mostly because they discovered the gatekeeper too late to route around them.
The deal that is ready except for someone else's signature
A recurring pattern in first-time acquisitions is a deal that is, by every measure the buyer controls, done: price agreed, purchase agreement drafted and signed, financing sorted, seller cooperative, and the business itself sound. And it still does not close, for months, because a third party who is not the seller has to consent and has not.
The sharpest version buyers describe is a lease assignment held up by a property manager. The manager controls access to the landlord, refuses to pass anything along until a draft is signed by everyone, marks up the assignment terms, and does not move until all parties have already agreed to a document the manager effectively drafted. Meanwhile the landlord is unreachable, the seller never had a direct relationship with them, and the buyer cannot simply relocate because the buildout and location are part of why the business is worth buying. Every number in the deal is correct, and the deal is stuck anyway.
This is a category of risk that lives outside the financial model. Buyers tend to spend their diligence on the business (financials, customers, operations) and treat consent as paperwork that will sort itself out at closing. It rarely does. A consent that has to come from a party with no upside in the deal moving forward is exactly the kind of dependency that runs on its own clock, not yours.
Who actually has to consent
Start by listing every party whose agreement is required for the deal to actually happen, not just the seller. The usual suspects: the landlord or the building's property manager for any lease assignment or new lease; a franchisor for a franchise transfer; a licensor or regulator for a professional or operating license that does not travel with the business automatically; and a key supplier or distributor whose contract is personal to the current owner or contains a change-of-control clause.
Some of these are exactly the items already covered by the lease and assignability diligence item and the license and certification transferability item, but a diligence flag is not the same as a consent process. Noting that the lease requires landlord consent tells you there is a gate; it does not tell you who holds the key, how long they take, or what they will demand to open it.
The property manager case is instructive because it adds a layer most buyers do not anticipate: the consenting party and the party who controls access to them are not the same person. A manager can be, in a buyer's words from the scenario above, effectively gatekeeping the landlord. That means the real dependency is two links long, and a stall anywhere along it looks identical to you from the outside: nobody answers, nothing signs.
Buyers describe signing the purchase agreement, sorting finance, agreeing price with the seller, and then waiting months on one lease assignment that a property manager had no incentive to move, with no direct line to the landlord who actually had to sign.
Direct access to the counterparty is the precondition
The single most useful thing a buyer can secure early is a direct, verified line to the party whose signature actually matters, rather than relying on the seller or an intermediary to relay it. A seller who has no direct landlord contact is not a seller you can outsource a lease assignment to; it means there is no working channel between the people who can unblock the deal and the people who want it to happen.
Treat direct access as a precondition to be confirmed during diligence, not a convenience to hope for later. Who is the legal counterparty on the lease or contract, in whose name, and how do you reach them? If the answer depends on a manager, a broker, or a seller relaying messages, that is a fragility worth surfacing before you commit, not after you are two months in with no recourse.
This is also why the attorney's role matters here. In the scenario buyers describe, counsel concluded there was essentially nothing to be done, because the consent was discretionary and the counterparty simply would not engage. A discretionary consent is not a document you can argue your way past; it is a decision by a third party, and the only real protections are getting it on the board early and having a fallback if it never comes.
Sequence consent before the purchase agreement, and budget real time for it
Consent work belongs before the purchase agreement, not after it. The earlier a landlord, franchisor, or licensor is engaged, the more options you keep: if they will not consent to an assignment, maybe they will agree to a new lease on terms you can model, or the deal can be repriced, or you can walk away cheaply because you have not yet sunk months of diligence and legal cost into it.
This overlaps deliberately with how the exclusivity and LOI stage is meant to work: use whatever window you have to establish whether the consents are gettable, and set expectations with the seller about who is responsible for obtaining each one. A seller who apologizes for a landlord's behavior is different from a seller who actually has the relationship and can move them; the difference is worth a direct question before signing.
Then budget real calendar time for the third party, and assume it is longer than anyone estimates. A lease assignment that depends on an overseas landlord and a manager who deflects can run for months. Build that into the closing timeline and into your patience, and decide in advance how long you are willing to wait before the deal economics (a lease that may not transfer, an option period expiring, financing rate locks) stop making sense.
When the gatekeeper will not move
If a required consent never comes, the deal does not necessarily die; it changes shape. The productive questions are structural rather than persuasive: can you buy the business without the location, can you sign a new lease directly, can the purchase price be adjusted to reflect the loss of the presumed location or license, or should you invoke the exit you wrote into the agreement and walk? Answering those requires knowing, early, which consents are discretionary and what your fallback is for each.
Because this risk sits outside the financials, it is easy to leave unowned, and a closing with one unowned critical path is exactly the kind that slips in small increments until it is far past the date everyone expected. Pair the consent list with the rest of your closing conditions tracking (see the closing conditions guide), keep the seller, your attorney, and your lender working the same list in parallel rather than serially (see the attorney and lender coordination guide), and treat the third-party signatures as a tracked workstream with owners and dates, not a formality you assume will appear at closing.
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This guide is for informational and educational purposes only. It does not constitute legal, tax, financial, investment, or lending advice, and is not a substitute for advice from a qualified attorney, accountant, lender, or other licensed professional.