Sell side M&A is the work done for the owner: preparing the business, finding buyers, running competition and negotiating through to closing. The distinction from buy side matters because the same firms often do both, and because the incentives are not the same.
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What the sell side does
Normalises the earnings and evidences the add backs, writes the information document, builds and approaches the buyer list, manages offers to a deadline, and then holds the buyer to their terms through diligence. The last of those is where the fee is earned, because retrading is normal and resisting it is a skill.
How it differs from buy side
A buy side mandate is about finding and pricing targets and negotiating down; sell side is about creating competition and negotiating up. A firm doing both is not automatically conflicted, but if one of their buy side clients bids for your business you need to know what happens. Ask before you sign.
Where the seller's and adviser's interests part
A success fee aligns both on closing rather than on price. On a declining scale the adviser gains little from another point of price and loses everything if the deal collapses, which structurally biases towards accepting a workable offer. Naming that at the start makes the later conversation easier.
Questions people ask about sell side M&A
Is sell side M&A the same as using a sell side business broker?
Overlapping. Brokerage tends to mean listing and waiting; sell side advisory means approaching buyers and running a timetable.
What does sell side M&A cost?
A retainer plus a declining success fee with a minimum. Few firms publish, so ask three in writing and compare the minimum and the tail.
Do I still need my own lawyer?
Always. The adviser runs the commercial process; the agreement, the warranties and the tax structure are legal and accounting work.