How to Choose an M&A Advisor (and Avoid a Broker)

Last updated: June 2026

Key takeaways

An advisor runs a competitive process and defends your valuation in diligence; a broker mostly lists and introduces.
Ask who actually runs your deal day to day, not just who pitches it.
Outcome-based fees align the advisor with your result; hourly billing does not.
Red flags: a flattering valuation used to win the mandate, and a senior pitch handed to a junior team.

Why the choice matters

The adviser you appoint runs the most important financial event of your life as an owner. They set the valuation expectation, control who sees the business, run the negotiation, and hold the deal together through diligence. A good one can be worth multiples of their fee. A poor one can cost you the deal.

Advisor versus broker

A business broker typically lists a company and waits for inbound interest, often at the smaller end of the market. An M&A advisor runs a proactive, competitive, confidential process: building the materials, approaching a curated set of buyers, and negotiating structure and terms. For a mid-market company of $10m to $100m+, you want an advisor, not a listing. LePrince Group is an advisory firm, not a brokerage, and never operates listings.

The questions to ask

Who will actually run my deal, day to day? Is it the person pitching me?
How is your fee structured, and when do you get paid?
How will you value my company, and will that number survive diligence?
How do you protect confidentiality?
How many mandates do you take, and how many close?
What happens if you do not believe my company will sell at the price I want?

How fees work

Most advisers charge a success fee on completion, sometimes with a retainer. The cleanest alignment is outcome-based: the fee tied to the close, the terms, and the value, so the adviser only wins when you do. Beware models that profit from a longer process or from signing a mandate they cannot complete. Our view on this is the basis of our outcome-based model.

Red flags

A flattering valuation used to win the mandate. The number that wins your signature is rarely the number a buyer pays.
The senior partner pitches, then a junior team executes.
Pressure to sign quickly, or to take every approach to market.
No clear answer on confidentiality.
An adviser who will not tell you when the honest answer is to wait.

FAQ

Choosing an advisor: common questions.

What is the difference between an M&A advisor and a business broker?

A broker typically lists a company and waits for inbound interest. An M&A advisor runs a proactive, confidential, competitive process: preparing materials, approaching curated buyers, and negotiating terms. Mid-market companies are best served by an advisor.

How are M&A advisors paid?

Most charge a success fee on completion, sometimes with a retainer. Outcome-based advisers tie the fee to the close and the terms, so they only win when the client does.

What questions should I ask an M&A advisor?

Ask who will actually run the deal, how the fee works and when they are paid, how they will value the company and whether that number survives diligence, how they protect confidentiality, and what they do if they do not believe the company will sell at your price.

Is LePrince Group a business broker?

No. LePrince Group is an M&A advisory firm for mid-market companies of $10m to $100m+ in enterprise value. It runs selective, competitively managed sale processes and does not operate listings.

Keep reading

How to choose an M&A advisor.