M&A and Private Equity Insider Series

A Buyer-Side Adviser Works for the Buyer

Choosing and managing advisers

The helpful intermediary may not represent you

An introduction is not the same as sell-side representation.

A buyer’s adviser may contact an owner, explain the acquisition process, and offer to make the conversation easy. The interaction can be professional and useful. The relationship is still important to define: the adviser was retained to advance the buyer’s objectives.

That usually means finding suitable companies, obtaining information, assessing value, and helping the buyer negotiate favorable price and terms. It does not mean establishing whether another buyer would pay more, comparing alternative structures, or advising the seller on what to disclose and when.

Problems arise when an owner mistakes access for alignment. The same person who introduced the opportunity may request confidential information, encourage early exclusivity, or suggest that a direct transaction saves fees. Those steps may benefit the buyer even when they reduce the seller’s options.

Before sharing substantive information, ask the intermediary to state in writing whom it represents and how it is compensated. Use an appropriate confidentiality agreement. Decide which information is necessary at each stage. And obtain independent financial, legal, and tax advice before agreeing to material terms.

This does not require treating the buyer or its adviser as an adversary. Clear roles make productive negotiation easier. The buyer’s team protects the buyer; the owner should have a team accountable to the owner.

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