Melissa E. Graebner and Kathleen M. Eisenhardt · Administrative Science Quarterly, 2004 · Administrative Science Quarterly, vol. 49, no. 3, pp. 366-403 (open access)
Graebner and Eisenhardt studied a dozen private technology companies through their sales and found the takeover vocabulary simply wrong for the private market. Sellers were not weak targets captured by strong buyers; they were mostly successful firms whose owners were pushed toward sale by natural hurdles, a leadership search, a funding round, and by personal motivations, and pulled by particular buyers who offered genuine combination potential and organizational rapport. Acquisition, in their reframing, is courtship: a mutual choice in which sellers exercise real agency, sometimes accepting less money for a better home.
The Institute’s reading: their sample is technology ventures, but every adviser who works the lower middle market will recognize the pattern across industries: the timing of a private sale is set by the owner’s life as much as by any market, and the winning buyer is often the one who courted rather than the one who bid highest. For buyers this is sourcing doctrine, rapport and fit are competitive weapons that discounts cannot match. For sellers it is permission: choosing a buyer for reasons beyond price is not sentimentality; it is what the evidence says owners of successful companies actually do.