Choosing an advisor
What does an M&A advisor do during the sale of a privately held company?
What an M&A advisor actually does in a private company sale, what your attorney and CPA do instead, and what a good advisor won't do.
By Michael D. Rubin, CEO & Founder · September 2026 · 817 words
An M&A advisor runs the sale of a privately held company on the owner's behalf: it values and recasts the company, prepares the marketing materials, finds and screens buyers, protects confidentiality, creates competition among offers, negotiates price and terms, and manages the process through due diligence to closing. The owner keeps making every decision.
The advisor does the work that turns a company into a sale while the owner keeps running the business. Here is what that work involves, and where the advisor's role stops and your attorney's and CPA's begins.
The work, in plain terms
- Value the company. Recast the financials to show adjusted EBITDA, which is earnings before interest, taxes, depreciation and amortization after adding back owner-specific and one-time costs, and give a realistic range.
- Tell the company's story. Prepare a confidential marketing package and other materials that answer the questions buyers ask first.
- Find buyers. Reach individual buyers, private equity groups and strategic buyers, including many who never look at public listings.
- Screen them. Require an NDA and proof of funds before a buyer learns who you are.
- Create competition. Bring buyers to the offer stage at about the same time so several letters of intent compete.
- Negotiate. Push on price, but also on cash at closing, seller financing, earnouts, working capital and the promises you make in the contract.
- Keep the deal together. Coordinate due diligence, track deadlines and solve problems before they become reasons to walk away.
Who does what in a sale
An advisor does not replace your attorney or your CPA. Legal advice and tax advice belong to them. The advisor's job is the sale itself, and the best results come when all three work together from the start rather than meeting for the first time at the letter of intent.
| Task | M&A advisor | Transaction attorney | CPA |
|---|---|---|---|
| Value range and recast | Leads | Not involved | Supports with records |
| Finding and screening buyers | Leads | Drafts or reviews the NDA | Not involved |
| Negotiating price and terms | Leads | Advises on legal terms | Advises on tax effect |
| Letter of intent | Negotiates | Reviews before signing | Reviews structure |
| Due diligence | Manages the process | Handles legal requests | Handles financial and tax requests |
| Purchase agreement | Keeps business terms intact | Drafts and negotiates | Reviews tax provisions |
| Tax structure | Keeps it on the agenda | Advises | Decides with you |
Why owners hire one instead of selling alone
Selling a company is a part-time job layered on top of a full-time one. Owners who try to do both usually let one slip, and if it is the business, buyers notice in the monthly numbers. An advisor carries the sale so the owner can keep the company performing.
An advisor also changes the negotiation. Buyers of established companies do this often; most owners do it once. A professional across the table from a professional levels that. And an advisor who brings several buyers at once replaces a single negotiation with a market, which is where most of the value of hiring one comes from.
What the owner still does
Hiring an advisor does not take you out of the sale. You supply the records and check the recast for accuracy. You meet the buyers, because they want to hear the company's story from the person who built it. You decide which offer to accept, and you answer the questions in due diligence that only you can answer. And you keep the business performing, which is the one job no advisor can do for you.
What changes is that you spend your time on decisions rather than on logistics: no chasing buyers, no screening calls, no drafting of marketing materials, and no negotiating alone against people who buy companies for a living.
What a good advisor will not do
A good advisor will not promise a price before seeing your financials, hide an offer from you, or pressure you to accept a deal you don't want. At MDR, we have a fiduciary duty to present every offer to you in person; you accept, reject or counter.
A good advisor also will not take on a company it doesn't believe it can sell well, and will tell you plainly when something in the business will cost you in the sale. For how advisors differ from brokers and bankers, read business broker vs. M&A advisor vs. investment banker.
How MDR & Associates does the job
We follow a ten-step process from discovery meeting to funds wired. A principal of the firm is in every negotiation, and a VP of Client Engagement is your main contact during marketing. Every company goes to market with a financial recast, a confidential marketing package and a professionally produced HD video; you can see examples on our videos page.
We work alongside your attorney and CPA and can arrange SBA, conventional and seller-financed structures through our business financing help. The fee is paid only if the company sells. To start, contact us.
Where this fitsTexas M&A advisors and business brokers →