Choosing an advisor
What is the difference between sell-side and buy-side M&A advisory?
What sell-side and buy-side advisors each do, who pays them, and why the difference matters when a buyer calls you.
By Michael D. Rubin, CEO & Founder · September 2026 · 801 words
Sell-side M&A advisory represents the owner selling a company; buy-side advisory represents a company or investor trying to buy one. Each advisor works for one side and negotiates against the other. MDR & Associates is a sell-side firm: it represents owners, on one side of the table.
The distinction sounds obvious, but it matters in practice, because owners often meet buy-side intermediaries first, usually when someone calls to ask whether the company might be for sale.
What each side does
| Topic | Sell-side advisor | Buy-side advisor |
|---|---|---|
| Works for | The owner selling the company | The buyer: a company, private equity group or individual |
| Main goal | Highest value and best terms for the seller, and a sale that closes | The right acquisition at a price and on terms that protect the buyer |
| Core work | Valuation, recast, marketing package, finding and screening buyers, running competition, negotiating | Searching for targets, analyzing them, leading diligence, structuring the purchase |
| Creates competition among | Buyers, to raise price and improve terms | Targets, so the buyer is not dependent on one deal |
| Usually paid by | The seller | The buyer |
Why the distinction matters to an owner
An advisor cannot push your price up and down at the same time. If the person helping you sell also represents, or is paid by, the buyer, you are relying on someone whose interests are split. Always ask a firm two plain questions: whom do you represent in this deal, and who pays you?
Be careful with anyone who offers to represent both sides, or who is paid a fee by the buyer while presenting themselves as a helpful go-between. That arrangement is not always improper, and it may be disclosed in writing, but it means no one at the table is working only for you. If an intermediary brings you a buyer, ask to see the fee arrangement in writing before you share any financial information.
Owners are often approached by a buy-side intermediary, someone who calls on behalf of a private equity group or a larger company that is interested in your industry. That person may be courteous and honest, but their job is to get their client a good deal, ideally before any other buyer is involved. Before responding, read how to evaluate an unsolicited offer.
What a sell-side process looks like
A sell-side advisor turns your company into a competitive sale. In our case that means a free discovery meeting and opinion of value, a financial recast, a confidential marketing package and HD video, buyer screening with NDAs and proof of funds, meetings, multiple letters of intent at the same time, offers reviewed with you in person, due diligence, legal documents and closing. Our ten-step process shows each step.
The purpose of each step is the same: to put your company in front of as many qualified buyers as confidentiality allows, and to make them compete. A buy-side advisor's process runs the other way, narrowing many possible targets to one and negotiating the price down.
Where buyers fit in a sell-side firm's work
A sell-side firm still spends much of its time with buyers: finding them, screening them and negotiating with them. Buyers who want to see companies a sell-side firm is marketing typically register, sign a confidentiality agreement and prove they can fund a purchase; at MDR, buyers start at buy a business. Those relationships are how sell-side firms build databases of qualified buyers, but the firm's duty remains to the seller it represents.
This is also why buyer relationships are one of the best measures of a sell-side firm. Buyers return to advisors whose companies are well prepared and whose deals close, and that trust means your company gets a serious look faster. Ask any sell-side advisor which buyers they have closed with recently, and how those buyers heard about the company.
Terms to know
- Fiduciary duty: a legal duty to act in the client's best interest. A sell-side advisor owes it to the seller.
- Success fee: a fee paid only when the sale closes, usually calculated on the value of the transaction.
- Retainer: a fee paid upfront or monthly regardless of outcome. Some firms charge one; MDR's fee is entirely performance based.
- Letter of intent (LOI): a buyer's written offer setting out price and main terms before the final contract.
- Due diligence: the buyer's detailed review of the company's records before closing.
How we work on the sell side
MDR & Associates represents owners of Texas companies with $3 million to $100 million in revenue. We have a fiduciary duty to present every offer to you in person, and you decide whether to accept, reject or counter. A principal of the firm is in every negotiation, and our fee is 100% performance based; the fee page explains how it works. To talk through a sale confidentially, contact us.
Where this fitsTexas M&A advisors and business brokers →