The short answer: an M&A adviser runs the sale of your business as a managed process rather than a series of conversations. They establish what the business is realistically worth to different types of buyer, prepare it so that value stands up to scrutiny, identify and approach acquirers you would not reach on your own, control what information is released and when, create competition where it exists, and negotiate the terms that determine how much of the headline price you actually receive.
Before going to market
- Setting valuation expectations. An honest view of the likely range, based on adjusted earnings and what comparable businesses have actually transacted at, including where a strategic buyer might pay more and why. Setting expectations early avoids a process built on a number that no buyer will support.
- Preparation. Identifying what a buyer will question, from management dependence to customer concentration, and addressing what can be addressed before anyone looks. Preparing a business for sale covers this in detail.
- The information memorandum. A properly evidenced document setting out the business, its markets, its financial record and its prospects. Its purpose is to answer the obvious questions before they are asked and to present the business as a buyer will assess it.
- Buyer research. Building a considered list of trade acquirers, private equity investors and other credible parties, including the ones not currently looking. This is where an adviser most often earns their fee.
In the market
- Confidential approaches. Contacting buyers anonymously, reaching the person who can actually make a decision, and keeping the process out of general circulation.
- NDA and disclosure management. Recording who has received what, and releasing sensitive material only in step with demonstrated interest.
- Competitive tension. Running parties to a common timetable so that no single buyer assumes it is the only option. This is the most reliable lever on both price and terms, and it does not exist in a one-buyer conversation.
- Managing offers. Comparing bids that arrive in different shapes: cash at completion, deferred consideration, earn-outs, rollover equity, conditions and the buyer's deliverability. The highest headline number is frequently not the best offer.
Negotiation to completion
- Negotiation. Price, but also the treatment of cash and debt, working capital, the measurement of any earn-out, warranty limits, and what the owner is expected to do after completion.
- Heads of terms. Getting the commercial position properly written down before exclusivity begins. What is left vague here is almost always settled in the buyer's favour later.
- Due diligence. Coordinating responses, keeping the process moving and dealing with findings before they become a reason to reopen price.
- Completion. Holding the commercial line while solicitors document the deal, and keeping momentum through the final weeks when deal fatigue does most of its damage.
How this differs from your other advisers
The roles are distinct and all of them are needed. Your solicitor drafts and negotiates the legal documents: the share purchase agreement, disclosure letter, warranties and indemnities. Your accountant owns the financial record, supports the diligence process and often prepares the numbers the adviser presents. Your tax adviser advises on the personal and corporate tax consequences of the structure. The M&A adviser is responsible for the commercial outcome: who buys, at what price, on what terms, and whether the process gets there. We do not give legal or tax advice, and any adviser who offers to do all four should be treated with caution.
Common misunderstandings
The commonest is that an adviser is paid for a contact book. Introductions are the cheapest part of the job. The second is that a single interested buyer makes an adviser unnecessary; in reality that is the situation where representation matters most, because a buyer negotiating with an unadvised seller who has no alternative knows exactly how much room they have. The third is that advisers are only for large transactions. The disciplines are the same at £3m as at £30m, and the proportion of an owner's personal wealth at stake is usually higher at the smaller end.
What to do next
If you are weighing up whether to appoint anyone, what a business sale adviser does and how to choose one covers what to look for, what to ask and how engagements are typically structured.
Common questions
Is an M&A adviser the same as a business broker?
Not usually. A broker typically lists businesses and waits for enquiries, often at the smaller end of the market. An M&A adviser researches and approaches specific buyers, controls information release, runs a competitive process and negotiates structure as well as price. The distinction matters most where the best buyer is one who was not looking.
Can my accountant do this instead?
Your accountant is essential to the transaction and often knows the numbers better than anyone, but most accountancy practices do not maintain buyer research capability or run competitive sale processes regularly. The two roles work best together rather than as substitutes.
Does an adviser find the buyer, or do I?
Both happens. Owners often have a shortlist of obvious parties, and those should be included. The adviser's contribution is the buyers you would not have identified, the ones in adjacent sectors, overseas acquirers and investors with an existing platform, and the competitive tension created by having more than one interested party.
What does an adviser not do?
They do not draft the share purchase agreement, give legal advice, sign off the accounts or advise on your personal tax position. Those are the roles of your solicitor, accountant and tax adviser. An adviser coordinates that team and protects the commercial position between them.