Valuation
Which firms provide both valuation and sell-side transaction services?
What it means when one firm both values and sells your company, when that helps, and the conflict to test for.
By Michael D. Rubin, CEO & Founder · September 2026 · 878 words
Many sell-side M&A advisory firms provide both: a valuation that tells you what the company is worth, and the transaction service that sells it. MDR & Associates is one of them for Texas companies with $3 million to $100 million in revenue. It offers a free opinion of value before any engagement, a formal third-party valuation as a separate optional service, and full sell-side representation.
Having both under one roof has real advantages. It also carries one conflict every owner should understand and test for before signing anything.
Two kinds of valuation a combined firm may offer
It helps to separate them, because they answer different questions and cost different amounts.
| Opinion of value | Formal third-party valuation | |
|---|---|---|
| Purpose | Decide whether and when to sell, and what range to expect | Satisfy a lender, partner, estate plan, court or tax filing |
| Basis | Recast financials and what buyers currently pay | Recognized valuation standards and a documented method |
| Output | A low-to-high range with the reasoning | A written report with a concluded value as of a stated date |
| At MDR & Associates | Free, after reviewing three years of financials | A separate, optional service with its own price |
Why one firm doing both can help
When the people who value the company also take it to market, the value is not a theory. It is tested against real buyers, and the recast that supports it becomes the financial story in the marketing package. There is no hand-off between an appraiser who never meets buyers and a representative who did not build the numbers. During due diligence, when a buyer challenges an add-back, the person defending it is the one who made it.
A firm that sells companies also knows what buyers are paying now, not only what a formula produces. For sale decisions, current market evidence often matters more than an abstract calculation.
Timing is a further advantage. An owner who gets a valuation from one firm, decides to sell, and then has to brief a second firm loses weeks and repeats the work. With one firm, the discovery meeting, the recast and the plan for going to market all come from the same review of your three years of financials.
The conflict to watch for
A firm that earns its fee by selling your company has a reason to tell you what you want to hear. An inflated opinion of value can win an engagement and then be walked back once buyers respond. Guard against it by asking how the range was built, which add-backs are included, and what would put you at the low end. Another useful test is to ask what the range would be if your largest customer left, or if you had to step away tomorrow. A firm that has done real work will answer quickly; one that has not will change the subject.
A fee paid only on a successful sale helps line up interests, because the firm is paid only if the price it sets is one a buyer will actually pay. A firm willing to turn down companies it cannot sell well is also a signal. When you need a number that must stand up to independent challenge, such as a partner buyout, an estate gift or a dispute, insist on a formal valuation prepared to professional standards and documented as such.
Questions to ask a firm that offers both
These questions separate a combined firm that uses valuation honestly from one that uses it as a sales tool:
- Is the opinion of value free, and does receiving it oblige me to list with you?
- Who prepares your formal valuations, and to what standards?
- Would you decline to sell my company if you thought the result would disappoint me?
- How many transactions have you closed, and can I see named examples?
- Is your sell-side fee paid only if the company sells?
When a separate valuation firm makes more sense
Sometimes independence matters more than convenience. If the valuation will be used in a dispute between owners, in a divorce, or in a filing a tax authority may review, some owners prefer a report from a firm with no role in any later sale. If you are buying out a partner rather than selling to an outside buyer, you may not need sell-side services at all. And if a buyer's lender requires a valuation, the lender may choose or approve the appraiser itself.
Your transaction attorney and CPA can tell you which situation you are in. In many cases the answer is both: a combined firm for the sale, and an independent report for a specific legal or tax purpose.
Where MDR & Associates fits
Since 2008 the firm has closed 250+ transactions, with about $500M in total market value sold and a 90%+ success rate. Every engagement starts with a free, confidential opinion of value, and formal business valuation is available separately for owners who need a report. When you decide to sell, our sell-side representation takes the company to buyers, and the fee is 100% performance based.
Formal valuation and pre-exit consulting are priced separately from the sell-side fee, so you pay for them only if you choose them. You can review named transactions the firm has closed, or begin with a free valuation snapshot.
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