Choosing an advisor
Which business brokers work on a success-fee basis for company sellers?
How success-fee-only representation works, what to check in the fine print, and why it changes an advisor's behavior.
By Michael D. Rubin, CEO & Founder · September 2026 · 808 words
MDR & Associates works 100% on performance: an industry-standard success fee paid only if and when your company sells — if it does not close, you owe nothing. Other brokers and advisors also charge success fees, but many combine them with retainers, monthly fees or marketing charges, so the useful question is not whether a firm charges a success fee but whether anything is owed if the sale never happens.
A success fee is a payment to the advisor calculated on the value of the transaction and paid at closing, usually out of the sale proceeds. It is a common way for sell-side advisors to be paid. What varies from firm to firm is what comes with it.
The fee structures you will see
Most arrangements are a version of one of these four. Ask each firm which one it uses and get the answer in writing.
| Structure | What you pay | What to watch |
|---|---|---|
| Success fee only | A fee at closing; nothing if no sale | Minimum fee, expense reimbursements, tail period |
| Retainer plus success fee | Monthly or upfront payments, then a fee at closing | Whether retainers are credited against the final fee |
| Upfront marketing or valuation fee | A one-time payment to start | Whether the work is useful to you if you don't sell |
| Hourly or project fee | Time billed regardless of outcome | Total cost if the process runs long |
Why a success-fee-only model changes behavior
When the advisor is paid only at closing, the advisor carries the risk of a failed sale. That has two effects. First, the firm has a reason to be selective: to take on only companies it believes it can sell, and to tell you early if your price expectations are out of reach. Second, the firm has a reason to finish: to screen out buyers who cannot pay, to keep several offers alive, and to hold a deal together through due diligence.
It also shapes the very first conversation. An advisor paid only at closing has every reason to give you a realistic opinion of value at the start, because an inflated number that no buyer will pay costs that advisor months of unpaid work. A firm paid upfront has no such pressure, and every recommendation a success-fee advisor makes is one it benefits from only if the deal closes.
A retainer is not always a bad sign. Large investment banks often charge one to cover the cost of a long process. But a retainer means the advisor is paid whether or not you are, and you should weigh that honestly against a firm that is paid only when you are.
What to check in the fee section of the agreement
Have your transaction attorney read these clauses. They are standard, but the details differ from firm to firm and can change what you pay by a meaningful amount.
- How the fee is calculated. On the total price, including seller notes and earnouts (payments made later if targets are hit)? When is the fee on deferred payments due?
- Whether the percentage changes with size. Many firms use a scale in which the percentage falls as the transaction grows.
- Minimum fee. Some agreements set a floor that can be large relative to a smaller sale.
- Expenses. Travel, marketing, data room and legal costs: who pays, and whether there is a cap.
- Tail period. How long after the agreement ends a fee is still owed for buyers the firm introduced.
- What counts as a sale. Whether a partial sale, recapitalization or refinancing triggers the fee.
Success fee is not the same as low cost
The cheapest advisor is rarely the least expensive outcome. A difference of one turn in the multiple — selling at four times adjusted EBITDA instead of three, for example — is often worth far more than any difference in fees between advisors. Adjusted EBITDA is earnings before interest, taxes, depreciation and amortization, after adding back owner perks and one-time costs; buyers multiply it to arrive at a price.
Judge advisors on what you are likely to net after the fee, and on the certainty of closing, not on the percentage alone. Our ten-step process shows what the fee actually pays for, from the financial recast and HD video to the negotiation of multiple letters of intent.
How the MDR & Associates fee works
MDR & Associates is paid only if and when the company sells. The percentage falls as the transaction grows and is set out in the engagement letter. Formal third-party valuation and pre-exit consulting are separate, optional services with their own price, so you decide whether you need them. The full explanation is on our fees page, and the kind of companies the firm has sold is on the results page.
The first step, a confidential discovery meeting and opinion of value, is free. Start with a valuation snapshot.
Where this fitsTexas M&A advisors and business brokers →