In short
- Meet the person who will do the work: who prepares the materials, speaks to buyers and negotiates.
- Check the adviser's independence. Look for no lending, audit or tax relationship and no fee from the buyer.
- Look for thorough preparation, a partner's time on your deal and a fee that rewards a better outcome.
Who will do the work?
In many firms, senior partners win the mandate and hand the day-to-day work to junior staff. In a mid-market sale, the quality of the materials, the conversations with buyers and the negotiation decide the outcome, so it matters who does each of them. Ask who will write the information memorandum, who will attend buyer meetings, who will negotiate if a buyer challenges the price, and how many other mandates they will run at the same time.
Will your company get their full attention?
A mid-market sale needs attention every week for six to twelve months. What matters is not the size of the team but how much senior time your company will get, and who answers the phone when something goes wrong. Firms that take on few mandates stay close to each one.
How will they find the right buyers?
An adviser should understand what drives value in your sector and explain your business in terms buyers recognise. Finding the right buyers takes research and relationships: strategic groups active in Romania and the region, private equity funds that invest at your deal size and international partners who can open doors abroad. Ask how they would build the buyer list for your company, and why each name is on it.
Whose interests do they represent?
An adviser who lends to you, audits your accounts or works for likely buyers may face conflicts of interest. Ask whether any relationships could compromise the firm's independence and whether it will receive any fee from the buyer.
How will they run the process?
Before you sign, the adviser should explain how the business will be prepared, which buyers they will approach and in what order, what you decide at each stage and how often they will update you. Vague answers at this stage can lead to delays.
How will they be paid?
Most advisers combine a preparation fee with a success fee. The fee should reward a better price and a completed deal. Our guide to adviser fees explains what to check in the engagement letter.
Questions to ask in the first meeting
- Who will prepare the materials, meet the buyers and negotiate, day to day?
- How many mandates will you run alongside mine?
- Which buyers would you approach first, and why?
- What would make my business harder to sell, and what should we fix first?
- Do you have any relationship with likely buyers, banks or my auditor?
- How will your fee change if the price is higher than we expect?
How you work together matters. You will work closely for months, often on decisions you only make once.