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What Makes a Good M&A Advisor (Especially for Founder-Led Exits)

The short answer

A good advisor manufactures competition, reduces risk, and optimizes terms—not just price—while protecting your time, team, and legacy.


The six traits that matter most

  1. Process disciplineA tight, stage-gated sell-side (IOIs → shortlist → management meetings → LOI) with clear calendars, templates, and decision rules. Discipline creates comparable bids and preserves leverage.

  2. Buyer coverage & credibilityCurated access to strategics, PE, and family offices that actually buy in your revenue/EBITDA band. Credibility = buyers take the outreach seriously and move fast.

  3. Preparation that turns into premiumValuation + EBITDA normalization, buyer-ready materials (teaser/exec summary/CIM), and a clean, permissioned data room. Readiness shortens diligence and improves structure (WC peg, escrow, earn-out, rollover).

  4. Terms engineering (not just headline price)Ability to model scenarios, compare LOIs apples-to-apples, and negotiate price and terms: working capital, indemnities, earn-outs, seller notes, rollover, reps & warranties insurance.

  5. Confidentiality & founder empathyNDA-gated outreach, selective lists, and messaging that won’t spook staff or customers. Weekly cadence that minimizes founder time and plans for leadership/customer continuity.

  6. Execution to the finish lineProgram-manage diligence, drive advisors (QoE, legal, tax), anticipate issues, and keep momentum to signatures and funds flow. Close rate after LOI is a real differentiator.


What to ask before you hire

  • Process: “Show me your 6-step sell-side and a real timeline you’ve run recently.”

  • Coverage: “Who are the top 30 likely buyers for us, and why?”

  • Terms: “Share an anonymized LOI comparison grid you’ve used.”

  • Readiness: “What’s your 30/60/90 plan to make us buyer-ready?”

  • Confidentiality: “How do you prevent leaks? Who approves the long/short list?”

  • Metrics: “Median IOIs per process? Uplift vs first offer? Close rate post-LOI?”

  • References: “Can I speak with two founders you represented in the last 18 months?”


Red flags

  • “We’ll list it and see what happens.”

  • No written outreach plan or buyer list rationale.

  • Light on terms—obsessed with price only.

  • Can’t explain the working-capital peg or indemnity structure in plain English.

  • Vague on confidentiality (“We blast our newsletter”).

  • No post-LOI project plan or named owners for diligence workstreams.


How to evaluate fit in the first 2 weeks

  • Do they translate your story into buyer underwriting (why this asset, why now, what’s the plan)?

  • Are materials cited to data-room exhibits (credibility), not just marketing?

  • Does the longlist look curated (and realistic) for your size/sector?

  • Are you getting a decision cadence (weekly actions, risks, next steps), not status theater?


Fee alignment (quick guide)

  • Success-based with modest retainer during prep is common in founder-led LMM.

  • Ensure success fee tiers motivate higher outcomes (not quick mediocre closes).

  • Fix scope in writing: deliverables, timelines, approval rights on buyer lists and releases.


Why this matters for founder-led companies

  • You’re selling a life’s work: the right advisor protects people and culture while creating a real market.

  • Your time is scarce: they must shoulder prep, outreach, and diligence so performance doesn’t slip.

  • Outcome is multi-dimensional: the best advisors optimize certainty, speed, and terms—not just the headline number.


A 10-point quick checklist

  •  Written 6-step process with dates

  •  Indicative valuation + normalization plan

  •  Teaser/exec summary/CIM outline drafted

  •  Buyer longlist with reasons to buy

  •  NDA templates & outreach scripts

  •  LOI comparison model (price + terms)

  •  Data room index & permissions model

  •  Diligence calendar with owners

  •  Weekly cadence (agenda, actions, risks)

  •  Post-close people/customer continuity plan

 
 
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