"chances are the DD process isn't what's going to kill it "

Except to keep in mind of course a few things about deal making:

a) Time kills all deals. It's more true than not.

b) Strike while the iron's is hot. [1]

c) Never make deals without some time pressure on a buyer (leads to "a" and lack of "b"). Either artificial or real. (The "never" of course needs to be qualified for the situation for sure).

d) Don't make open ended offers. Why? Time pressure (managed carefully of course) brings people closer to emotion which can make them overpay for something. Now of course everyone wants a "win win" situation so why does that matter? Because, once again and in general, people are either happy with what they have negotiated or they are not. Paying 1 billion for Facebook or 3 billion, assuming the same outcome as we have, would still be viewed as a good deal.

All of the above is generality of course and obviously specifics of the situation do matter.

[1] Go at lightning speed and don't delay. Things do happen to people you are dealing with. Health, accidents, life changes all sorts of things. (Example is Lewis Katz who perished in a plane accident about a week after closing his newspaper purchase). Oh yeah, stock market and general business climate as well. Don't play games and don't delay (other than if you are using it as a strategy of course).

Well, most of that may be true, but then an even bigger picture is that if you've built a large & growing profitable business, there will always be another deal to try again, while if you're failing there's a good chance there won't even be this one deal. While it might be good to have the tactics in your back pocket for a sale with no negotiating leverage, it's much more productive to work on the fundamentals of the business so that there'll be another deal even if this one falls through.

Look if you've got a hot business with many people pursuing you the world is your oyster.

However most businesses, traditional ones, and even ones that are on the web, don't have that leverage. They will get literally one ready willing and able suitor who comes along (and will pay a good dollar) and so they will have to take advantage of that opportunity. I'm not talking about people accomplished enough to be able to hire investment bankers to shop their business.

It's not that I disagree that much with what you are saying and obviously you shouldn't spend a great deal of time on this either.

Lastly people tend to feel as if they could sell at any time maybe perhaps because they've had some inquiries from time to time.

Obviously there is no disagreement as far as working on the fundamentals of the business. Otoh if your intention is to sell there are many things you can do to package your business to make it more attractive to buyers along the way.