Sell side advisory: the work, the fee and the conflict to watch

Sell side advisory means acting for the owner: preparing the business for sale, finding and running the buyers, and negotiating on the seller's behalf through to closing. The label matters because the same firms often work on the buy side too, and the incentives are not the same.

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Sell side M&A advisory work, in order

Normalising the earnings and agreeing the add backs. Writing the information document. Building and approaching the buyer list. Managing offers to a deadline so they arrive together. Then running diligence, keeping the buyer to the timetable and holding the line on price when something is found. The last part is where the fee is earned.

What a sell side advisor is paid for, and where incentives diverge

A success fee aligns adviser and seller on closing, not on price. On a declining scale the adviser's marginal gain from another point of price is small, while their loss from a deal falling apart is total. That is the structural reason advisers lean towards accepting a workable offer, and it is worth naming out loud at the start.

Buyside vs sellside: buy side work by the same firm

Many firms advise acquirers as well. That can be a benefit, because the buyer list is real, and a conflict if one of their buy side clients bids for your business. Ask whether they act for buyers, and what they do if one of them is interested in you.

Questions people ask about sell side advisory

Is sell side advisory the same as brokerage?

Overlapping. Brokerage tends to mean listing and waiting; sell side advisory means running a process and approaching buyers directly. The fee structure differs accordingly.

What does sell side advisory cost?

A retainer plus a declining success fee, usually with a minimum. Very few firms publish either, so ask three in writing.

Do I still need a lawyer?

Always. The adviser runs the commercial process; the purchase agreement, the warranties and the tax structure are legal and accounting work.

Sources

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