What does an M&A advisor actually do, and when should you bring one in? For owners considering a sale or transition, the answer to this question directly impacts value, deal structure, and long-term outcomes.
In this episode of The Transaction Abstract Podcast, Redpath's Joe Hellman sits down with Mike Hirschberg of Franklin Partners to explore this common question from business owners. Sharing his perspective from an investment banker's lens, Mike provides a practical look into the value M&A advisors bring to the table, when it makes sense to engage, and what a strong process looks like.
Here are the key insights from their conversation.
At a high level, through an investment banker's perspective, the role of an M&A advisor is to run a structured sale process and create optionality. As Mike shared, you can think of them as the team's quarterback. In the private market, value is discovered through process, positioning, and competition. An M&A advisor facilitates this by focusing on finding the right fit, options, and partners for the business.
A sell-side M&A advisor helps by:
Timing is one of the biggest drivers of outcome. More upfront preparation usually leads to a smoother, faster close. The strongest results often begin years before a transaction. That said, engagements typically fall into three windows:
An M&A advisor's work begins by helping the business define what it actually wants, understanding its objectives and goals. This includes identifying the right type of buyer, defining what is in the transaction perimeter, and clarifying the owner's primary goal, whether that's maximizing value, finding the right fit, or striking a balance between the two. Then, with that foundation in place, most transactions follow three phases:
1. Go-to-Market Preparation Phase (6 weeks)
2. Marketing Phase (4–5 weeks)
3. Diligence and Closing (60+ days)
A typical all-in timeline:
More preparation up front typically reduces back-end diligence time and accelerates closing.
We hear this often: "If we're receiving unsolicited ‘offers’ and have people reaching out, why would I engage an investment bank? And, if a buyer is going to pay for a Quality of Earnings, why would I pay to have that done as well?"
According to Mike, it comes down to control. It allows you, as the seller, to know more about the company than the buyer does at every stage of the process. Skip this step, and you can expect things to show up on the buy-side Quality of Earnings that you have to react to. This is about playing offense, not defense.
A sell-side Quality of Earnings helps you:
Without it, surprises often show up late and impact value or timing.
Inbound interest can feel like an easy path, but most one-off offers fall short of full market value. Without a structured process, you lose competitive tension, broader market feedback, and the ability to position your business effectively. A buyer making an unsolicited approach typically has significantly more transaction experience and market information than the seller, creating an inherent informational disadvantage unless the seller runs a broader process. That lack of pressure and the competitiveness of other interested parties often results in lower valuation and less favorable terms.
What if an owner already feels good about an unsolicited offer? Even when a preferred buyer already exists, running a limited process can still create value. It allows the market to validate pricing, keeps the buyer honest, and gives the seller more confidence in the final decision. In many cases, this approach improves both outcome and efficiency without dramatically extending the timeline.
As Mike shared, "We had an owner who was getting a lot of inbound interest. There was one group they liked; they knew the CEO, had a pre-existing relationship, and trusted this party. We were engaged to keep that party honest. This group is running ahead of the process and has already delivered their LOI. At the same time, other parties provided IOIs. This has allowed the rest of the market to speak to the value they see, enabling us to move the LOI slightly higher and close quickly.”
Valuation gets the most attention, but the quality of a deal is shaped just as much by its terms. Without competition, buyers have less incentive to be flexible, and sellers often give ground in areas with real long-term impact. These concessions can appear in non-compete agreements, representations and warranties, and the overall deal structure. A structured process, driven by an M&A advisor, helps create leverage across these elements, allowing sellers to protect not just value but also flexibility and risk exposure.
Selling a business is one of the most important decisions an owner will make, and the outcome is never accidental. Preparation, positioning, and process all play a direct role in shaping value and deal quality. Whether you’re years away from a transaction or already fielding interest, taking a proactive approach gives you more control over the outcome.
Listen to the full episode of The Transaction Abstract Podcast to hear Joe Hellman and Mike Hirschberg discuss the role of an M&A advisor in creating clarity, building confidence, and positioning you to move forward on your terms.
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