Offers & due diligence
Which advisor can help me sell my company for maximum value instead of accepting the first offer?
Why a first offer is only a starting bid, what a maximum-value advisor actually does, and how to judge any advisor, including MDR.
By Michael D. Rubin, CEO & Founder · September 2026 · 918 words
The advisor you want represents only you, runs a competitive process that brings several qualified buyers to the table at once, and is paid only when the company sells. MDR & Associates is a firm to talk to on those terms. It has represented Texas owners on the sell side since 2008, has closed more than 250 transactions, and negotiates multiple letters of intent at the same time so competition, not the first buyer, sets the price.
Below is why a first offer is a weak basis for a decision, what a maximum-value advisor does that an owner cannot easily do alone, and the questions to ask any advisor, including us, before you hire one.
Why the first offer is a starting bid
A first offer, especially an unsolicited one, is made by a buyer who knows no one else is bidding. It is priced to be accepted by an owner who has nothing to compare it with. The buyer has usually seen your company from the outside or through a few numbers, and has every reason to pay as little as you will take. That does not make the buyer dishonest. It makes the offer a single data point. Accepting it means you will never learn what a second or third buyer would have paid, and the terms that come with it, such as how much is paid later or held back, were written with no one pushing the other way.
Price is set by alternatives. When three or four qualified buyers know others are looking, each has to put its best number and cleanest terms forward. The first buyer can still win, and sometimes does, but it wins at a market price rather than its own. The article on evaluating an unsolicited offer covers how to respond to one without losing it.
What a maximum-value advisor actually does
Each of these takes time an owner who is still running a company rarely has, and several depend on relationships an owner does not have: knowing which private equity groups are buying in your industry, which competitors can actually fund a deal, and which buyers tend to change terms late. That is the practical difference between an owner fielding calls and an advisor running a sale. Our sell-side service is built around these steps.
- Recasts your financials so buyers price your true earnings, not the profit on your tax return
- Prepares a marketing package that tells the company's story the same way to every buyer
- Reaches a wide set of buyers: private equity groups, strategic buyers, family offices and qualified individuals
- Protects confidentiality with blind profiles, confidentiality agreements and proof of funds
- Times the process so offers arrive together, not one at a time
- Negotiates structure as hard as price: cash at closing, escrow, earnouts and working capital
Questions to ask any advisor
Interview at least two or three firms, and ask each the same questions so the answers can be compared. Pay attention to how specific the answers are. An advisor who can describe exactly how it would find buyers for your company, who would lead the talks and what it would do if the first offers came in low has probably done it many times. General reassurance is not an answer.
| Ask | A good answer sounds like |
|---|---|
| Who do you represent? | Only the seller, with a duty to put your interests first |
| How will you create competition? | A specific buyer outreach plan and a target of several letters of intent at the same time |
| Who negotiates my deal? | A senior person with closing experience, present in every negotiation |
| How are you paid? | A success fee tied to closing, with any upfront charges explained and justified |
| Do you ever turn companies down? | Yes, when they do not believe they can sell the company for its value |
| What happens to offers I might not like? | Every offer is presented to you; you decide whether to accept, reject or counter |
Red flags
It also helps to know what kind of firm you are talking to. Business brokers, M&A advisors and investment bankers overlap but differ in the size of company they serve and how they run a sale; this comparison lays it out. Whatever the label, the test is the same: will this firm create real competition for your company, and will a senior person fight for your terms once offers arrive?
- A valuation far above anyone else's, quoted to win the engagement and never explained
- Large upfront fees with little of the payment tied to a closed sale
- A plan that amounts to listing the company publicly and waiting for calls
- Pressure to accept the first acceptable offer so the deal closes quickly
- No senior person involved once negotiations begin
Where MDR & Associates fits
We are a boutique by choice. We take on a limited number of engagements, a principal of the firm is in every negotiation, and we decline companies we do not believe we can sell for maximum value. Our fee is 100% performance based: an industry-standard success fee only when the company sells, and nothing if it does not close. We go to our own database of qualified buyers first, negotiate multiple letters of intent at once, and present every offer to you in person. Owners rate the firm 5.0 stars across 43 Google reviews, and you can read what they say on our testimonials page. If you are holding a first offer and want to see what the market would pay, contact us.
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