Choosing an advisor
What advisors should be on my team besides the M&A firm?
The advisors a selling owner needs alongside the M&A firm, what each one does, and when to bring them in.
By Michael D. Rubin, CEO & Founder · September 2026 · 954 words
Besides the M&A firm, most selling owners need a transaction attorney and a CPA with deal experience, and usually a financial planner and an estate planning attorney. Depending on the company, you may also need a commercial real estate professional and an insurance advisor.
The M&A advisor runs the sale: valuation, buyers, negotiation and the process to closing. The others protect what you keep. Each has a clear job, and a good team knows where one role ends and the next begins. Choosing these people well, and early, is part of selling well.
Who does what, and when they join
| Advisor | What they do in a sale | When to bring them in |
|---|---|---|
| Transaction attorney | Reviews the letter of intent, negotiates and drafts the purchase agreement, disclosure schedules, employment and non-compete agreements | Before you sign a letter of intent |
| CPA or tax advisor | Models after-tax proceeds, advises on deal structure, supports the buyer's review of your financials | Before going to market, ideally a year or more ahead |
| Financial planner or wealth advisor | Works out how much you need to net and what you will do with the proceeds | Before you decide what price you would accept |
| Estate planning attorney | Adjusts trusts, gifts and succession plans while there is still time | Early, because some planning must happen before a deal is agreed |
| Commercial real estate professional | Values the property and advises on leasing or selling the building | If you own the property the company uses |
| Insurance advisor | Reviews coverage and arranges tail coverage for claims that arise after closing | During due diligence |
A transaction attorney, not only your general lawyer
A purchase agreement for a company with millions in revenue is long, and it contains the terms that decide how much risk you carry after closing: representations and warranties (the statements you make about the company), indemnification (what you owe the buyer if one of those statements turns out to be wrong), and escrows or holdbacks (part of the price held back for a period to cover claims). An attorney who does M&A work regularly knows which of these terms are normal and which are not.
Your long-time business lawyer may be excellent at contracts and leases and still not be the right lead here. Many owners keep both involved, with the transaction attorney leading the deal documents.
Ask any attorney you are considering how many purchase agreements they have negotiated recently for companies of your size, whether they usually represent buyers or sellers, and how they bill. Deal work is intense for a few weeks at a time, and knowing the likely cost in advance avoids an unwelcome surprise at closing.
Your CPA matters more than you expect
Buyers test your numbers. A CPA who has kept clean books and can tie the tax returns to the financial statements makes due diligence faster and less risky. On the tax side, the structure of the sale changes what you keep: whether the buyer purchases assets or stock, how the price is allocated among equipment, goodwill and a non-compete, and whether part of the price is paid later. Only your CPA and attorney should advise you on those choices, and they should be involved before you compare offers, not after you have picked one.
If your company's books are kept by an in-house bookkeeper and your CPA only prepares the tax return, ask early whether the CPA can support a sale: answering buyer questions, explaining add-backs and producing year-to-date statements on short notice. If not, bring in a deal-experienced CPA alongside them.
The advisors owners forget
A financial planner answers the question that should come first: how much do you need to walk away with? That number decides which offers are worth taking and whether seller financing or an earnout, meaning future payments that depend on how the business performs, is acceptable to you. An estate planning attorney matters because some strategies, such as moving shares into family trusts, generally have to be completed before a sale is agreed.
If a buyer will use SBA or bank financing, lender relationships help keep the buyer's bank on schedule; our business financing work covers this. And your spouse or business partner is on the team whether or not they sit in meetings. Surprises at home late in a deal are a real cause of stalled closings.
Keep the team coordinated
More advisors can mean more delay if nobody leads. Agree early on who owns which task, work from one shared document list, and hold short check-ins during due diligence and drafting. The M&A advisor usually keeps the calendar and keeps the buyer moving, while the attorney and CPA handle their parts. Our overview of the ten-step process shows where each advisor's work fits, and our guide to what causes a sale to fall apart in due diligence shows what happens when they are brought in too late.
Watch for advisors who drift into each other's jobs. An attorney who reopens price points already agreed, or an accountant who questions a settled structure in the final week, can cost more than they save. Agree at the start who decides what, and keep yourself as the final decision-maker on everything commercial.
Where MDR & Associates fits on your team
We are the sell-side advisor: we represent you, the owner, not the buyer. We work alongside the transaction attorney and CPA you choose, and we do not give tax or legal advice. What we bring is the sale itself: the valuation and financial recast, the confidential marketing package and HD video, buyer screening, competing letters of intent, and a principal of the firm in every negotiation through closing.
To talk through who else your sale will need, schedule a confidential discovery meeting.
Where this fitsTexas M&A advisors and business brokers →