What to Do When a Seller Won't Give You Access to the Target's Team Before Close

What does losing pre-close access actually cost you?

Losing the pre-close window delays the decisions that actually matter: who needs to stay, where roles overlap, who needs a fast call, and what the retention plan has to account for. Access during the interim period is what makes those calls possible before close, instead of after.

Sequencing matters. Haseeb Jawad, who runs corporate development at Commvault, describes retention as heart, brain, pocket: win people through your actions, give them a story about the combined organization they can believe in, then structure the financial incentives. Reverse that order and a retention package can become a contractual countdown instead of a reason to stay.

That sequencing only works if the buyer has real information to build the story with. Lose the pre-close window, and the story you tell the workforce afterward is missing exactly the material that would have made it convincing.

None of this means every acquisition needs the same level of access at the same speed. A tuck-in with a handful of employees and a founder staying on doesn't carry the same retention risk as a scale acquisition where dozens of roles are being evaluated for redundancy. What doesn't change with deal size is the principle: know what access the retention and integration plan actually depends on, and treat that access as something to negotiate rather than something to expect.

The cost of losing key employees after close is well documented. Less discussed is how often that cost traces back to a window the buyer assumed would be there.

MarkLogic: the assumption and the surprise

Progress Software ran into exactly this during its acquisition of MarkLogic. That's why the company rewrote how it handles interim-period access afterward.

Jeremy Segal is Executive Vice President of Corporate Development at Progress (NASDAQ: PRGS), where he has run M&A for six years and closed close to 50 acquisitions across his career, including earlier roles at Akamai and LogMeIn. By the time Progress announced its acquisition of MarkLogic, the deal team had a familiar pattern for the period between announcement and close: get access to the target's team, identify who the company needs to keep, understand where roles overlap, and determine who needs a decision made quickly.

MarkLogic broke that pattern. The deal landed during the target's last month of its fiscal year, and the seller didn't want distractions. The private equity firm behind the deal told Progress that withholding access during that period was standard practice for them. Jeremy, with close to 50 acquisitions behind him, said he'd never run into that approach before.

Not everyone at a target company is working on the sale. There were people at MarkLogic that Progress could reasonably have talked to without touching anyone close to quarter-end reporting. The refusal wasn't scoped to protect a few people from distraction. It was a blanket rule applied to a situation where a narrower one would have worked fine.

The result was a real gap during exactly the window Progress uses to identify who it needs to keep, where roles overlap, and who needs a fast decision. The gap cost the deal team information heading into close, and exposed an assumption the LOI had never tested: that access, once expected, would simply be granted.

Progress didn't walk away from the deal, but it did stop assuming. The company's LOIs now state directly that it will need access to the target's team during the interim period, and ask the seller to say upfront if that access won't be available. If a seller isn't going to provide it, Progress wants to know before signing, not after the deal team has planned around a window that was never actually agreed to.

What should be in your LOI about team access?

This starts as an operating decision, not legal drafting. Define what access the deal depends on before you hand it to counsel to make explicit.

A few things are worth clarifying before either side has committed to anything.

Who needs access

Not "the deal team," but the specific roles: whoever's building the retention plan, whoever's scoping integration, whoever needs to confirm the people the model depends on are still there and still engaged.

When access starts

Waiting until diligence is further along costs time you don't get back. If retention decisions depend on conversations with key employees, those conversations need a start date tied to signing, not to close.

What limits the seller needs

A target in the last month of its fiscal year has a legitimate reason to protect a narrow set of people from distraction. Hearing that reason upfront means you can work around it instead of finding out about it after the fact.

What happens if access doesn't materialize

This is easy to leave undefined. If access matters enough to ask for, it matters enough to define what happens when it's denied or scaled back after signing: does it trigger a conversation, a delay to close, or something else entirely.

Who owns the escalation

If the answer is "the deal team will figure it out," that's not an answer. Naming a specific point of contact on each side, before signing, means a dispute over access has a clear path instead of turning into a scramble to find out who can even make the call.

These aren't abstract questions. A buyer who's already decided which roles it needs to speak with, and why, is in a much better position to judge whether a restriction is workable or signals a broader problem. A buyer who never asked the question upfront is left improvising that judgment under pressure, with a deal clock running.

None of this requires drafting legal language in-house. That's what counsel is for. What it requires is knowing, before the LOI is signed, what access the deal actually depends on, so the conversation happens on your timeline instead of the seller's. The same principle shows up in M&A Science's broader integration readiness framework: the questions that matter most are the ones asked before signing, not the ones discovered during diligence.

Is a seller's access restriction reasonable?

Losing access you expected is information about the seller, not proof the deal is dead. It needs a decision, not a shrug. Treating every restriction as a dealbreaker makes you impossible to work with. Treating every restriction as background noise is how you find out too late that a bigger problem was hiding behind it.

The test isn't whether the seller has a reason. Sellers almost always have one. The test is whether the reason is proportional to what's being restricted, and whether the seller will work with you on a narrower version of the ask instead of refusing outright. Progress calls a failed version of that test an orange flag: not severe enough to kill a deal alone, but serious enough to force a real conversation about whether to keep pushing or walk.

Running that test well depends on not falling in love with the deal in the first place. Once you're emotionally committed to closing, a restriction becomes easy to rationalize away instead of read as information. It's a discipline worth building deliberately rather than trusting to instinct, which is the subject of a separate M&A Science conversation.

What do you do if access is denied after signing?

Escalate it fast, and put it in front of someone with the authority to actually decide, not just the deal team debating it internally. Progress routes an orange flag straight to the CEO and CFO: keep pushing for what's needed, or treat the issue as reason enough to walk. In practice, that escalation often does the work on its own. Telling a seller directly that the deal can't proceed without a specific piece of access tends to get a faster answer than continuing to ask politely and waiting.

Testing the explanation matters as much as escalating it. Sam Delestienne, who leads North American M&A Corporate Development at Diploma PLC, describes the job as telling what's actually value-impactful from what's a red herring, and that applies directly here. For example, a restriction limited to a few executives during a critical operating period is different from a blanket refusal to provide access to an entire function with no clear explanation.

Know your own answer before you're in that room: what access is actually non-negotiable, and what would you be willing to close without. Working that out under pressure is always a worse position than working it out beforehand.

If you're negotiating an LOI and need to pressure-test what access your retention and integration plan depends on, DealPilot, powered by M&A Science experiential data, gives you practitioner guidance built from 400+ interviews to surface the questions that need to be answered before signing.

Put access in the LOI

Losing the pre-close window costs more than information. It costs the retention plan that depends on having that information while there's still time to act on it. By the time full access finally arrives at close, some of those decisions have already made themselves, and not in your favor.

The discipline that fixes this is the same one that governs red flags generally: know your threshold before the moment that tests it arrives, because working it out after the fact is always the worse position. Knowing when to walk away from an acquisition runs on that same logic. Access is just one of the earliest, clearest tests of it.

Treat access as a term to negotiate at LOI, not a courtesy to hope for once the deal is signed.

Frequently asked questions

How is pre-close access to the target's team typically handled?

The exact access rights depend on the transaction documents and the circumstances of the deal. Jeremy Segal's lesson from MarkLogic was not to assume team access would be available. Progress now makes its access expectation explicit at the LOI stage and asks sellers to flag restrictions upfront. Work with deal counsel to document the access your transaction requires.

What's the difference between an orange flag and a red flag in M&A diligence?

An orange flag is a restriction or gap serious enough to force a real conversation about whether to keep pushing or walk, but not severe enough to kill the deal on its own. A red flag is a dealbreaker. Enough unresolved orange flags can add up to a red one.

Should team access be discussed at the LOI stage or negotiated later?

Jeremy Segal's lesson is to make the expectation explicit at the LOI stage. Progress now states that it will need access to the target's team and asks sellers to flag any restriction upfront. The goal is to identify the access your retention and integration plan depends on before the deal team starts planning around an assumption.

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