In this guide
A useful starting point
Ask who would do the work, what experience is relevant to your situation, how buyers and terms would be evaluated, and how the engagement is paid and governed. Compare specific answers before deciding who should represent you.
Understand the job you are asking someone to do
An M&A advisor’s potential work can include preparing the transaction story, researching buyers, managing outreach, evaluating proposals and coordinating diligence and negotiation. The actual scope should be agreed in writing. An early readiness discussion and a full sell-side mandate need not involve the same work or fee arrangement.
Your transaction lawyer, accountant and wealth advisor have different responsibilities. The SBA identifies the importance of professional support and attorney review of the sales agreement. An M&A advisor should explain how transaction coordination fits alongside those roles. [1]
Names such as “broker,” “advisor” and “investment banker” do not by themselves tell you the service you will receive. Ask about the work, qualifications and any registration or exemption relevant to the services proposed, with counsel’s help where appropriate. Do not infer that a title, association logo or a large buyer database establishes fit.
Ask for an answer you can evaluate
| Ask | Look for |
|---|---|
| Who would work on my engagement? | Named responsibilities, availability and the role of the people presenting. |
| Which completed work is relevant? | The advisor’s actual role, business context and client references where permission allows. |
| How would you form a view of value? | Evidence, assumptions and the distinction between value and likely proceeds. |
| How would you identify buyers? | A business-specific research rationale, qualification process and outreach plan. |
| How would you protect confidentiality? | Approach approvals, disclosure controls and a plan for competitor buyers. |
| How would we compare offers? | Price, structure, funding, closing conditions and your company and personal priorities. |
| What would you need from me? | A realistic information list and a plan for keeping the business running. |
| How would you tell me difficult news? | A communication rhythm and a process for revisiting assumptions. |
Use the same questions with each firm. If an example sounds impressive, ask what that person actually did. A buyer’s growth announcement is different from evidence of the advisor’s contribution. References are most useful when you can ask about communication, preparation and how difficult decisions were handled, not only whether the deal closed.
Read the economics of the engagement before signing
Ask for a worked fee illustration under more than one possible outcome. This helps you understand the proposed agreement; it is not a request for a standard market fee. Fee structures vary with the work and the engagement.
- What retainer, monthly fee, minimum fee, success fee and reimbursable expenses could apply?
- What is the fee base: cash paid, assumed debt, total consideration, rollover, earnout or another definition?
- When is each amount due, and how are contingent or later payments treated?
- Is an earlier fee credited against a later fee? What happens if there is no transaction?
- What does exclusivity cover, how can the engagement end, and what obligations continue afterward?
- Does a post-termination fee provision apply to buyers already contacted or introduced? How are they identified?
Have counsel review the actual agreement, including duration, termination, liability and dispute terms. The IBBA’s published standards call for written terms and coordination with the client’s other advisors. These are useful interview principles, not a claim that every firm follows the same standard or fee model. [2]
Discuss incentives and the future you want for the business
Ask whom the firm represents, whether it could receive compensation from another party and how a conflict would be handled. Make those questions specific to the proposed work. A seller should understand whose interests the advisor has agreed to represent and where independent specialist advice is needed.
Explain your priorities for employees, customers, location, brand and your own role. Then ask how those priorities would enter buyer research and offer discussions. A promise to find a “perfect buyer” is less useful than a process for testing buyer intentions and examining what can actually be documented.
Fit includes candor about alternatives. Ask what circumstances could lead the firm to recommend preparation, a different approach or a pause. If the answer is always to launch immediately at the highest number discussed, you still need to understand the assumptions.
Ask ThirdSide the same questions
ThirdSide’s team brings entrepreneurial experience, business development, financial analysis and transaction execution to M&A engagements. We work with owners nationwide and coordinate with the legal, tax and other advisors involved. The proposed scope should be clear before an engagement begins.
You can examine our team, approach and named seller-advisory transactions. Fulcrum Acoustic’s transaction page includes the financial-advisor role and the president’s account of guidance through the sale process. Ask us how that experience relates to the work you need.
Bring this into a conversation
Your advisor interview notes
- Which people would actually be responsible for my work?
- Which evidence or references do I still need?
- What fees, exclusions or continuing obligations need explanation?
- How would my existing advisors be involved?
- What must be clear before I would sign an engagement?
Sources & context
The sources below inform the factual explanations. Examples, worksheets and questions are ThirdSide’s editorial applications. They organize a discussion; the actual business, agreements and appropriate professional advice determine the decisions.
- U.S. SBA · Close or sell your business ↗
Valuation approaches, sales agreements and professional support. The SBA legacy guidance page.
- IBBA · Business Brokerage Standards ↗
Published association standards on written terms and advisor coordination; not a claim of ThirdSide membership or certification.
Sources checked October 26, 2026. These resources provide general educational context and do not replace advice on your particular transaction.
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