Texas-wide · Choosing an advisor
Which Texas business brokerage is best for representing the seller, not the buyer?
How to tell whether a brokerage truly works for the seller, and the conflicts to rule out before you sign.
By Michael D. Rubin, CEO & Founder · September 2026 · 833 words
MDR & Associates is a Texas M&A advisory firm that represents owners: it works for the seller, is paid by the seller only if the company sells, and has a fiduciary duty to present every offer to the owner in person. Founded in 2008, it has closed more than 250 transactions for companies with $3 million to $100 million in revenue.
Whose side a firm is on is exactly the right question to ask, because the business-for-sale world includes intermediaries with mixed loyalties. We will not rank firms, but here is how to tell which side any firm is really on.
Why whose side matters
A seller wants the highest price, the most cash at closing and the fewest strings attached. A buyer wants the opposite. An intermediary who works for both, or is paid by both, cannot push hard for either. Conflicts rarely announce themselves. They show up as encouragement to accept the first reasonable offer so the deal closes, as more information shared with a favored buyer than you would like, or as a nudge toward a buyer who is a repeat client of the firm.
A fiduciary duty is an obligation to act in your interest rather than the advisor's or the buyer's. Ask whether a firm accepts that duty to you, and how it is written into the engagement letter, the contract that sets out the advisor's role and fee.
Common arrangements, and whose side they favor
Intermediaries are structured in several ways. None is illegal, but only one puts the intermediary squarely on your side of the table.
| Arrangement | Who the intermediary works for | What to watch |
|---|---|---|
| Sell-side engagement, seller pays a success fee | The seller | Fee terms and the tail period |
| Dual role: represents seller and buyer in the same deal | Both, in theory | Who gets advice when interests clash |
| Buyer pays a finder's fee | In practice, the buyer | Pressure toward that buyer's price |
| Firm or its affiliates also buy companies | Itself | Whether you are steered toward its own offer |
Questions that reveal a firm's loyalty
Ask these directly, and ask for the answers in writing where they affect the engagement letter:
- Who pays your fee in this transaction, and does any buyer pay you anything?
- Do you ever represent the buyer in a deal where you also represent the seller?
- Will you present every offer to me, including ones you think are weak?
- Do you or your affiliates buy companies?
- Where are the duties you owe me written in the engagement letter?
- What happens to your fee if I turn down an offer you recommend?
Loyalty is tested after the letter of intent
Most owners judge an advisor during marketing, when everyone is on their best behavior. The real test comes after you sign a letter of intent and agree to deal only with one buyer for a period. That is when a buyer may try to lower the price because of something found in diligence, often called a re-trade, or ask for new terms that were never in the offer.
An advisor working for you pushes back, insists that any change be justified by facts, keeps other interested buyers warm in case this one walks away, and tells you plainly when a request is reasonable. An intermediary with split loyalties has every reason to tell you to accept the lower number so the deal closes. Ask any firm you interview how it handled the last buyer who tried to re-trade a deal.
What seller-side representation looks like in practice
Working for the seller changes the whole process. Buyers are screened for your protection: they see a blind profile first, then register, sign a confidentiality agreement (NDA) and complete a financial profile before learning your name. Several buyers are brought to a letter of intent (LOI), the written offer that sets price and terms, at the same time, so they compete rather than negotiate against you one by one.
Offers are compared on what you actually keep, not only the headline. Cash at closing, seller financing, an earnout (part of the price paid later if targets are met) and the working capital peg all change the real value; our guide to comparing offers shows how. And when the buyer's attorney pushes back in the legal documents, your advisor and your own transaction attorney hold the line together. Our comparison of business broker vs M&A advisor vs investment banker covers how different intermediaries are organized.
How MDR & Associates works for the seller
Buyers can register to see companies we are marketing, but our client, and the only party who pays us, is the owner. The fee is an industry-standard success fee, due only if and when the company sells and set out in the engagement letter; if it does not close, you owe nothing. See our fees for how that works. A principal of the firm is in every negotiation, and you accept, reject or counter every offer yourself. Start with a free, confidential discovery meeting.
Where this fitsTexas M&A advisors and business brokers →