“Most M&A professionals are quietly betraying business owners — and they’re banking on you not noticing.”

The industry has a dirty secret: it thrives on conflicts that quietly erode your legacy. Dual representation. Cozy buyer relationships. Cross-selling. In-house financing. These aren’t just “standard practice” — they’re profit strategies that often come at your expense.

How It Really Works

When you hire a typical broker, M&A firm, or investment bank, you think they work for you. But their real loyalty is usually split — or worse, sold to the highest bidder.

Dual Representation

Virtually all brokers, M&A firms, and investment banks say they’ll “bring buyers to the table.” What they don’t say is that they often represent both sides of the deal — you and the buyer — or get paid by the buyer on the back end. It’s like hiring your ex-spouse’s lawyer to handle your divorce: legally possible, but your leverage evaporates.

Why they do it: They get paid twice. Buyers pay them repeat fees for deal flow. You’re a one-time transaction.

Quiet Buyer Relationships

Virtually all brokers, M&A firms, and investment banks build cozy relationships with repeat buyers — especially private equity. Many PE firms even pay brokers or M&A firms a retainer for first dibs on deals that never get widely marketed. Instead of running a discreet competitive process, they route your deal straight to their preferred buyer to close fast and feed the next transaction. You lose the premium that comes from multiple credible offers — and they keep that buyer relationship alive for the next payday.

Example: Pocket listings or handshake deals that never hit the open market — so your best buyers never even get a chance to bid.

Cross-Selling and Upsells

This one’s specific to investment banks. They dangle your deal as a way to cross-sell you wealth management, insurance, or other advisory products — all while telling you what you want to hear instead of what you need to hear.

Example: An investment bank might say, “Don’t worry about that clawback provision,” to keep you calm — because they’re focused on the next upsell, not your outcome.

In-House Financing

Many brokers and M&A firms push buyers toward deals that include in-house financing or lending products — creating another profit stream for them but adding risk for you.

Example: The more a buyer borrows through the broker’s or M&A firm’s lending arm, the more they make — but you’re left hoping that leveraged buyer doesn’t default on your earnout or seller note.

What This Costs Sellers

Most owners never see the cost until it’s too late:

- A deal that “closes” at a lower price than you could have commanded.

- A structure that shifts more risk back onto you.

- A payout tied up in contingencies because your so-called expert was conflicted from the start.

You’re not the client — you’re just the inventory.

Why an Unconflicted Team Matters

An exclusively sell-side M&A firm is unconflicted: it has one allegiance — you.

- They never represent the buyer — ever.

- They never cut quiet side deals for repeat buyer flow.

- They never cross-sell you products that benefit them more than you.

- They protect your confidentiality, keep your leverage, and run a discreet competitive process that attracts multiple credible offers — not just the easy buyer.

Bringing It All Together

“Your legacy deserves more than disguised betrayal. Protect it by hiring an exclusively sell-side M&A firm with no hidden strings — one that fights for you alone.”

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