You decided to sell your business. The first question most owners ask is who do I call. The answer depends on the size of your business, the complexity of your deal, and what you are trying to accomplish. A business broker and an M&A advisor are not the same thing. Hiring the wrong one for your situation is one of the most expensive mistakes you can make in the entire exit process. Learn the full framework in Exit Ratio 360™.
What is the difference between a business broker and an M&A advisor?
A business broker primarily works with smaller businesses — typically those with enterprise values under $5 million — using a listing-based approach similar to real estate. They post your business on marketplaces like BizBuySell, qualify inbound buyers, and manage the transaction process. An M&A advisor works with mid-market companies — typically $10 million to $250 million in enterprise value — using a targeted outreach approach. They build a strategic buyer list, run a structured sale process, negotiate deal terms, and manage the full lifecycle from preparation through close.
What is the difference between a business broker and an M&A advisor?
A business broker works with businesses under $5M in enterprise value using a listing-based approach. An M&A advisor works with mid-market companies $10M to $250M using a targeted buyer outreach approach, structured competitive process, and full deal management through close. Fee structures, process depth, and outcomes differ significantly.
What size business needs an M&A advisor instead of a business broker?
The general threshold is $5 million to $10 million in enterprise value. Below $5 million, a business broker can often run a functional sale process. Above $10 million, the complexity of the transaction — qualified institutional buyers, sophisticated due diligence, negotiated representations and warranties, earn out structures, and working capital adjustments — requires an advisor with mid-market M&A experience. A business heading into a competitive process with multiple strategic buyers needs an M&A advisor regardless of current size.
What size business needs an M&A advisor instead of a business broker?
The threshold is generally $5M to $10M in enterprise value. Below $5M a broker can run a functional process. Above $10M the deal complexity — institutional buyers, negotiated deal structure, earn outs, working capital adjustments — requires mid-market M&A experience. A business in a competitive process with strategic buyers needs an M&A advisor regardless of size.
How are business brokers and M&A advisors paid differently?
Business brokers typically charge a success fee of 8 to 12 percent of the transaction value on smaller deals, with no upfront retainer. M&A advisors typically charge a monthly retainer of $5,000 to $15,000 during the engagement plus a success fee calculated using a Lehman formula or modified Lehman — typically 5 percent on the first $1 million, stepping down on higher tranches. On a $10 million deal an M&A advisor success fee might total $400,000 to $600,000. As of Q1 2026 the average mid-market M&A advisory engagement runs 6 to 12 months from engagement to close.
How are business brokers and M&A advisors paid differently?
Business brokers charge 8 to 12 percent success fee with no retainer on smaller deals. M&A advisors charge a monthly retainer of $5,000 to $15,000 plus a Lehman-based success fee. On a $10M deal the M&A advisor success fee might total $400,000 to $600,000. As of Q1 2026 the average mid-market engagement runs 6 to 12 months from engagement to close.
What does an M&A advisor do that a business broker does not?
An M&A advisor runs a full sell-side process. They prepare the confidential information memorandum, build a targeted strategic and financial buyer list, manage NDAs and management presentations, run a structured bid process, negotiate the letter of intent, manage due diligence, and coordinate legal counsel through close. They act as the primary advocate for the seller at every stage. Most business brokers do not operate at this level of deal complexity. See also: 35 Questions to Ask an M&A Advisor.
What does an M&A advisor do that a business broker does not?
An M&A advisor prepares the CIM, builds the strategic buyer list, manages NDAs and management presentations, runs a structured bid process, negotiates the LOI, manages due diligence, and coordinates legal counsel through close. They negotiate earn outs, hold backs, representations and warranties, and working capital pegs at a level most business brokers do not operate.
How do you evaluate an M&A advisor before signing an engagement letter?
Ask for three to five closed transaction references in your industry and revenue range — and call them. Ask the advisor how many deals they have closed at your enterprise value level in the past 24 months. Ask who specifically will be managing your deal day-to-day — junior staff at large firms often run the process while senior partners close the sale. An advisor who cannot answer these questions specifically has not done enough work on your business before the sales conversation. See also: Exit Consultant vs Business Broker.
How do you evaluate an M&A advisor before signing an engagement letter?
Ask for three to five closed transaction references in your industry and revenue range and call them. Ask who manages your deal day-to-day — junior staff at large firms often run the process. Ask about their buyer network and their preliminary view of your multiple range. An advisor who cannot answer these questions specifically has not done enough work on your business.
What is the difference between a sell-side and buy-side M&A advisor?
A sell-side advisor represents the business owner who is selling — their job is to maximize the price and terms the seller receives. A buy-side advisor represents the acquirer who is purchasing — their job is to identify target companies, conduct diligence, and structure the best possible acquisition terms for the buyer. The same firm can represent both sides in different transactions but should never represent both sides in the same transaction.
What is the difference between a sell-side and buy-side M&A advisor?
A sell-side advisor represents the seller and maximizes price and terms for the seller. A buy-side advisor represents the acquirer and optimizes acquisition terms for the buyer. When selling your business you want a sell-side advisor. The same firm can represent both sides in different transactions but never in the same transaction.
Can you sell a mid-market business without an M&A advisor?
Technically yes. Practically, the outcomes are significantly worse. Sellers who go to market without professional representation typically receive fewer qualified offers, accept the first serious offer without running a competitive process, and leave multiple points of multiple on the table. On a $10 million deal, a two-point multiple improvement from running a structured competitive process versus accepting the first offer is $2 million in enterprise value. See also: 5-4-3-2 Exit Planning Framework.
Can you sell a mid-market business without an M&A advisor?
Technically yes. Practically no — outcomes are significantly worse. Sellers without representation typically receive fewer offers, skip the competitive process, leave multiple points of multiple on the table, and discover problems in diligence they would have addressed in preparation. On a $10M deal a two-point multiple improvement covers the advisor fee several times over.
What should you prepare before engaging an M&A advisor?
Three years of clean financial statements including tax returns, a management team org chart with documented decision authority, a customer concentration analysis showing no single account above 15 to 20 percent of revenue, a summary of contracts and their transferability, and a preliminary sense of your seller thesis — what you want from the sale. Advisors who see prepared sellers take them more seriously. See also: Titan Thesis.
What should you prepare before engaging an M&A advisor?
Three years of clean financial statements including tax returns, a management team org chart with documented decision authority, a customer concentration analysis showing no account above 15 to 20 percent of revenue, a summary of contracts and transferability, and a clear seller thesis. Prepared sellers receive more serious engagement terms and more effort from advisors throughout the process.
Related: Exit Consultant vs Business Broker | 35 Questions to Ask an M&A Advisor | Exit Ratio 360™ | Titan Thesis | 5-4-3-2 Framework | Exit Ratio 360™ on Amazon
About Scott Sylvan Bell
Scott Sylvan Bell is a mid-market exit strategy consultant and the creator of the Exit Ratio 360™. His book is available on Amazon.