Who should be in your corner when it counts?
If you were selling a $5 million house, would you try to do your own paperwork, negotiate with buyers, and screen offers all by yourself?
Of course not.
Yet business owners try to do it all the time when it comes to selling their company. And the stakes can be much higher.
Whether your business is worth $1 million or $50 million, you need a team.
Today’s post is all about assembling your deal team—the people who will protect your interests, amplify your value, and help you avoid costly mistakes during the sale process.
Think of this as your quarterback. A good sell-side advisor does three things:
Prepares the business for market
Positions it to the right buyers
Negotiates the best possible deal
They’ll help you craft a compelling Confidential Information Memorandum (CIM), vet buyers, manage outreach, and guide the deal from LOI to closing.
Whether you work with a boutique firm that provides this service or an investment bank depends on your business size and complexity. Generally:
Under $5M valuation is fine for a boutique M&A advisor or business broker.
$5M–$100M is a better fit for investment banks and specialized M&A firms.
A great sell-side advisor will pay for themselves many times over by increasing the final sale price and reducing legal and financial headaches.
While this bootcamp is focused on selling, it’s worth knowing that buy-side brokers exist, too.
These advisors work for acquirers to scout, vet, and negotiate deals. (You might encounter them as potential buyers’ reps during the process).
Selling a business involves complex contracts, liabilities, reps & warranties, earn-outs, and more. This isn’t the time to call your general counsel or family friend who did your LLC docs back in the day.
You want a lawyer who specializes in M&A.
Your M&A lawyer will:
Review and negotiate the Letter of Intent (LOI)
Draft and review the Purchase Agreement
Help you understand your reps and warranties
Protect your post-sale liability
They’ll also keep the deal from falling apart over legal terms that you probably wouldn’t catch on your own.
When you sell, there will be a major tax liability.
But how much you pay (and when) can vary dramatically depending on how your deal is structured. Asset sale vs. stock sale, cash at close vs. earn-out, installment payments vs. lump sum… each option has tax implications.
A good M&A tax advisor helps you:
Structure the deal in the most tax-efficient way
Understand your net proceeds after taxes
Avoid surprise liabilities down the road
This person is your numbers guru. They’ll help:
Prepare clean, accurate financials
Build pro forma models for the buyer
Defend your EBITDA and add-backs
Support due diligence
If you’re going through a Quality of Earnings (QofE) report, which most buyers will request, they’re your first line of defense. In fact, when it comes to any complex numbers that are a part of the deal, they can help you.
I recommend you start building your team early. One of the most common mistakes business owners make is waiting until they’re deep into negotiations to build a team.
Find the right people. Build relationships. Let them learn everything you can about your business. When the deal heats up, you’ll want experts who are already in your corner and well-versed on your numbers, rather than scrambling to catch up.
You can also lean on a support network of experts who work with business owners like you and match them with the right buyers:
đBook a call with an M&A advisor
In the next post, we’ll break down exactly who’s buying companies like yours and what each type of buyer is looking for.