Quick answer: Ask an M&A advisor about experience with businesses like the owner’s, how buyers are found and approached, who will do the work, conflicts of interest, how the advisor is paid, references and what happens if no deal closes. A good answer names documents, steps and people. A warning answer relies on reputation, predicts a price before seeing financial statements or says every buyer type is interested. Put fee terms and named staff in writing before signing.
Key points
- Ask every candidate the same questions and judge the answers by specifics: the document, the step, the person responsible and the order of events.
- The most revealing questions concern who does the work, how buyers are chosen and approached, and when the advisor would advise against going to market or accepting an offer.
- A candidate that names a price before seeing financial statements, or describes every buyer type as interested, is competing on promises and not on process.
- Fee terms, the approach to the buyer list and the named team belong in the engagement letter, and the owner’s attorney should review it before signature.
Ask every candidate the same questions
Interview several advisors, ask each the same questions in the same order and judge the answers by specifics. A good answer names the document, the step, the person responsible and the order in which things happen. A weak answer leans on adjectives, on the firm’s reputation or on a promised price. Each table below pairs a question with what a good answer sounds like and what should worry the owner.
Some claims cannot be checked, such as a statement that an advisor has the best buyer relationships. An owner can check whether the people named will attend the meetings, whether the process described appears in the engagement letter, whether references say what the advisor said, and whether sample materials with names removed match the standard of the documents described. Ask for the answers in writing where possible, because a written proposal is something the owner can compare later and an attorney can review. The overview of choosing an M&A advisor places these questions among the other selection criteria.
Experience with businesses like yours
Relevant experience means similar buyers, similar earnings and a similar structure, and not similar words on a website. These questions test for it. The comparison of M&A advisors and business brokers explains why the size of the usual client matters.
| Question | A good answer sounds like | What should worry the owner |
|---|---|---|
| What kinds of companies have you sold, by industry and by size of earnings? | Names the sectors and the range of earnings, separates sales that resemble this one from those that do not, and explains what differs in the owner’s sector | Lists impressive deals far larger or smaller than this business, or offers to learn the industry while the process runs |
| Which buyer types are likely for this business, and why? | Separates strategic buyers, private equity firms, individuals and others, and ties each to the business’s earnings, size and owner role | Says every buyer type is interested, or cannot say which buyers have bought comparable businesses |
| What would you need to see before putting a price range on the business? | Asks for financial statements, tax returns, a customer breakdown and a description of the owner’s role | Offers a price in the first meeting before any records have been reviewed |
If every candidate describes a typical client far larger than the owner’s business, the question may be whether the business is at the edge of what advisors take on. The guide on whether a business is too small for an M&A advisor covers that trade-off.
How the process runs and how buyers are reached
An advisor who runs a process can describe it as a sequence with documents and decision points. One who is mainly introducing parties tends to describe a network. The guide to the sale process lists the stages, and a candidate’s answer should map onto them.
| Question | A good answer sounds like | What should worry the owner |
|---|---|---|
| Walk through the process from engagement to closing. Who is responsible for each stage? | Names the stages in order (materials, buyer list, outreach, first-round indications, management meetings, letter of intent, diligence, purchase agreement) and the owner’s tasks in each | Describes a listing or a general push to a network, with no stages, documents or checkpoints |
| How will buyers be identified, ranked and approached? | Builds a list by buyer type, ranks by fit and ability to pay, approaches in waves, tracks responses and lets the owner remove names | Will not explain how buyers are chosen, or gives the owner no say over which names are contacted |
| How is confidentiality protected? | Uses an anonymous summary first, requires a signed confidentiality agreement before identifying details, releases customer names late and asks for owner approval before a named buyer is contacted | Shares identifying details before agreements are signed, or has no plan for employees and customers hearing of the sale |
| How will the owner know whether the process is working? | Sets checkpoints for buyer interest and agrees in advance when the approach should change | Predicts a price and reports only when there is good news |
The guide to building a buyer list and the guide to buyer outreach show what a candidate should be able to describe in detail.
Who does the work and how updates arrive
The people who pitch are not always the people who work the engagement. The questions below close that gap.
| Question | A good answer sounds like | What should worry the owner |
|---|---|---|
| Which individuals will prepare the materials, contact buyers and negotiate? | Names them, gives their roles, says what the senior person does personally and how much of the team’s time the engagement receives | The pitching partner is absent from the engagement letter, or the team is described only in general terms |
| How often will the owner receive updates, and in what form? | Sets a regular rhythm, provides a written record of buyer activity and names one point of contact | Reports only when there is news, so the owner hears buyer feedback late |
| How does the advisor work with the owner’s attorney and accountant? | Describes who handles which documents and when each professional joins | Treats outside advisors as obstacles, or asks that they be kept out of the process |
Conflicts of interest and fee terms
Conflicts are not disqualifying when they are disclosed and managed. They are a problem when the owner learns of them late.
| Question | A good answer sounds like | What should worry the owner |
|---|---|---|
| Does the firm have relationships with potential buyers, and how do they affect whom you approach? | Discloses repeat relationships, explains how the buyer list is built on fit, and agrees to tell the owner about any relationship with a buyer that makes an offer | Says no conflicts exist without explanation, or steers toward a favored buyer |
| Could the firm be on both sides of any deal? | States that it represents one party in a deal and discloses other relationships | Gives a vague answer such as working with everyone |
| What are the parts of the fee, what is each measured on and what does the owner owe if no sale closes? | Puts the retainer, success fee, base, expenses and tail in writing before signing | Leaves the base of the success fee or the tail to be agreed later |
The guide to how M&A advisors are paid explains each fee component and how to compare proposals, and the walkthrough of an engagement letter shows where these answers should appear in the contract.
Checking references
References are chosen by the advisor, so the owner’s job is to widen the sample and to ask about conduct under pressure. Ask for a former client in a situation close to the owner’s, one whose sale was difficult or did not close, and a professional who sat across the table, such as a buyer’s attorney or accountant. Then ask each of them specific questions.
- What did the advisor do when a buyer lowered its price or raised a new issue?
- Which individuals did the work, and were they the people introduced in the pitch?
- Did the advisor’s attention or advice change after the letter of intent was signed?
- Were the fee terms applied as written, including expenses?
- Would the owner change anything about the engagement letter before signing it again?
Answers that stay general (“they were great to work with”) are less useful than answers that describe a specific moment.
When the sale does not close
Not every process ends in a sale, and the advisor’s answer about that outcome shows how it thinks about the owner’s interest.
| Question | A good answer sounds like | What should worry the owner |
|---|---|---|
| In what circumstances would you advise against going to market, or against accepting an offer? | Gives concrete examples, such as earnings that cannot yet be supported, heavy owner dependence or a bid with weak financing, and may propose a preparation step first | Says every business is ready now, or cannot recall advising against a deal |
| If the process ends without a sale, what happens to the fee, the materials and the buyer list? | The owner keeps the deliverables, the tail applies only to buyers on a written list and the advisor says what it would recommend next | Ownership of the materials is unclear, or the tail reaches buyers never contacted |
A candidate who raises a preparation-only first step is describing a real option, and the guide on choosing between a preparation engagement and a full sell-side mandate compares them.
After the interviews, eliminate on warning answers first. A candidate who named a price without records, would not put fee terms in writing or could not say who would do the work has already answered the most important question. Among those who remain, compare fit with the business, the quality of the process described and the fee terms side by side. The owner’s attorney reviews the engagement letter of the final candidate before it is signed.
Frequently asked questions
Should an owner interview more than one advisor?
Yes. Comparing several candidates on identical questions shows differences in process, staffing and fee terms that no single proposal reveals. If the business sits between market segments, include a candidate from a different type of firm, such as a business broker. Keep the questions and their order the same so the answers can be compared directly.
What is the most important question to ask an M&A advisor?
Ask who will do the work and what each person will do personally. Experience, process and buyer access all reach the owner through specific individuals, and a strong firm can still deliver a weak process if senior people hand the work to someone the owner never met. Ask for names, roles and time commitment, then see that the engagement letter reflects them.
Should an owner ask what the business is worth in the first meeting?
An owner can ask, and the quality of the answer is informative. A responsible reply is a range with stated assumptions and a list of what would move it, usually after financial statements have been reviewed. A single confident number from a first conversation, before any records were seen, shows how the advisor competes for engagements.
How should an owner use references?
References are chosen by the advisor, so ask for a mix that includes a sale that was difficult or did not close, and a professional who sat on the other side, such as a buyer’s attorney. Ask what the advisor did when a buyer cut its price and whether the individuals named in the pitch did the work.
Do these questions apply to business brokers?
Most of them do. The topics are the same: experience at the owner’s size, how buyers are found and screened, who does the work, conflicts, fees and what happens without a sale. The answers differ because brokers and advisors often run different processes, and the comparison of the two explains the usual differences.
What should be in writing before an owner signs?
The scope of work, the named individuals, the parts of the fee and the base of the success fee, the expense rules, the tail and the buyer list it covers, the termination rights and the treatment of buyers the owner introduces. Verbal assurances about process or price are hard to rely on unless the engagement letter reflects them.
Thinking about a sale or an acquisition?
The Impetus Group provides sell-side and buy-side M&A advisory, from preparation and buyer outreach to negotiation and closing. A transactional valuation is often the first step, scoped and priced separately.
Related guides
- How M&A Advisors Are Paid: Retainers, Success Fees and Tail Periods: How M&A advisor fees are built: retainers, monthly and milestone fees, success fees, expenses and tail periods, plus questions that make proposals comparable.
- M&A Advisor vs. Business Broker: Which Fits Your Business?: M&A advisors and business brokers both help sell companies, but they usually serve different sizes of business and buyers. Compare the two and see which fits.
- Reading an M&A Advisory Engagement Letter: Terms Owners Should Understand: A term-by-term guide to an M&A advisory engagement letter: scope, exclusivity, covered deals, tail, termination and indemnification, with questions for counsel.
- How an M&A Sale Process Works: Stages From Preparation to Closing: A step-by-step view of a sell-side M&A process: preparation, marketing, bids, the letter of intent, diligence, the purchase agreement and closing.
- Is Your Business Too Small for an M&A Advisor? A Decision Framework: How to judge whether a business is too small for an M&A advisor: earnings, complexity, buyers and owner time, plus alternatives such as brokers and fractional help.
- Selling a Business Without a Broker or Advisor: What You Take On and What You Risk: What an owner takes on when selling without a broker or M&A advisor: the jobs involved, where going alone works, where it breaks down and how to get partial help.
This guide is general education. It is not a valuation opinion, appraisal, investment advice, or legal or tax advice. How these guides are made.