Choosing an M&A advisor: criteria, questions and red flags

You choose an M&A advisor on six criteria: transaction experience in your size class, access to suitable buyers, independence, a transparent fee model, seniority of the team and discretion in practice. Anyone who asks about these points systematically in the first meeting and compares the answers in writing separates substance from sales rhetoric.

The complete process and our role in it is described in Selling a company; how we support owners in handing over to third parties is set out under Succession planning.

The choice is no side issue. According to an analysis by the WKO, around 52,500 businesses in Austria, excluding sole proprietorships, face a handover by 2034, which is about 23 % of all employer businesses with around 705,000 employees; in 2025 there were 8,202 business takeovers, the highest figure so far (WKO, record year for business successions, retrieved on 01.10.2026). For Germany, IfM Bonn puts the number of companies ready for handover in 2026 to 2030 at 186,000; in the meta-analysis evaluated there, 54 % of owners transfer within the family, 17 % to employees and 29 % to external parties (IfM Bonn, Daten und Fakten 37/2025, pp. 9 and 18). For most owners it is the first and only transaction of their lives, and the advisor compensates for this disadvantage in experience compared with professional buyers. Or not.

What an M&A advisor does in principle and when you need one is covered in the article M&A advisor. This article is about the selection.

The six criteria at a glance

Criterion	How you recognise it	Evidence you can ask for
Experience in your size class	Reference transactions of similar size and complexity, not just logos	Anonymised short description of three transactions with size class, buyer type and duration
Buyer access	Verifiable network to strategic buyers and investors, also international	Description of how buyers for your industry are identified, without naming candidates before a confidentiality agreement
Independence	No product ties, no self-interest in particular buyers	Written disclosure of possible conflicts of interest, such as holdings or bank ties
Fee model	Comprehensible structure of retainer and success fee, in writing	Fee schedule with a sample invoice for your case
Seniority	Whoever pitches the mandate also works on it, not the junior team	Named team staffing with role and availability in the mandate agreement
Discretion	Anonymised approach, staged release of information, no mass mailings	Description of the process from first approach to release of the information memorandum

Size class beats prestige: an advisor who otherwise guides corporate transactions is as unsuited to a niche company with three million in revenue as a succession exchange is to a structured bidding process. Why the process makes the difference is shown by the comparison Succession exchange or M&A advisor.

Which questions do you ask in the first meeting?

Five questions are enough to separate the wheat from the chaff.

Which three transactions in my size range have you completed most recently — and what was difficult about them? Whoever tells only successes is not telling everything.

Who specifically works on my mandate? Names, roles, availability.

How do you find buyers for my company — and how do you approach them without the market finding out?

How is your fee structured, and what happens if no completion is reached? The models are explained in the article What does an M&A advisor cost?

What, in your view, argues against a sale now? An advisor who never advises against is not advising — he is acquiring business.

How do you compare two or three proposals?

Do not obtain more than three proposals: every further conversation increases the number of people who know about your sale plans. Ask all candidates for the same written documents and assess them in a simple matrix. Award zero to two points for each criterion in the table above (0 = not evidenced, 1 = asserted, 2 = evidenced with proof). A candidate who stands at zero on size class or discretion drops out regardless of the total. On the fee, do not compare the percentage, but the total bill under three price scenarios that you set yourself, including advance payments, expenses and behaviour if the process is aborted. Percentages without a reference base (purchase price, company value, total consideration including assumed liabilities) are not comparable.

Those who want to estimate the price range themselves in advance can use the company value calculator as a first orientation; an advisor who guarantees a price before seeing your figures does not pass this cross-check.

What belongs in the mandate agreement?

Review the draft with your lawyer before you sign. Typical points to regulate that matter:

1. Scope of services: Which steps does the advisor owe (company presentation, buyer approach, conduct of negotiations, support through to closing)?
2. Exclusivity and term: How long are you bound, and is there a right of termination for breach of duty?
3. Tail clause: For how long after termination is the advisor still entitled to a commission if a buyer he approached buys? Ask for a buyer list as an annex so that the circle is unambiguous.
4. Remuneration: Retainer, success fee, reference base, due date, crediting of the retainer against the commission.
5. Confidentiality: Who may give which information to whom and when, and who is liable for breaches?
6. Conflicts of interest: Disclosure of relationships with buyers and financiers.

We deliberately do not state concrete percentages or terms here as “usual”: we have no documented, comparable market statistic on this, and the range depends on size, complexity and negotiating position.

How do you recognise black sheep?

Four warning signs at which you should end the conversation.

High advance flat fees without a defined consideration — for example for “valuation reports” or “buyer lists”, after payment of which activity flags.

Purchase price promises before any analysis. Nobody can guarantee a price before knowing figures, market and buyer interest; the real value is created in the negotiation, not in the formula.

Mass dispatch of your company profile without a confidentiality agreement. If a sale becomes known too early, it unsettles employees, customers and suppliers — the damage hits you, not the advisor.

Pressure to sign the mandate quickly, often with exclusive commitment for many months without a right of termination. Reputable mandate agreements withstand a second reading by your lawyer.

And then: examine us too

We are M&A advisors ourselves — and therefore biased. Take this list of criteria and apply it to every candidate, including IGCP: 15+ years, 100+ transactions, 100 % independent, curated approach instead of a marketplace, operating from Vienna across all of Austria (M&A advisor Vienna). We give the answers to the five questions above in the first meeting — confidentially and without obligation. How a structured process runs is shown in the article on the process of a company sale.

Frequently asked questions

How do I recognise a reputable M&A advisor?

By references in your size class, transparent fees, named team responsibility and by the fact that he addresses risks and counter-arguments openly. Be wary of anyone who promises a purchase price before he has seen your figures.

Should the M&A advisor come from my industry?

Industry knowledge helps, but is less important than transaction experience in your size class and genuine buyer access. A good advisor works his way into your niche; process and negotiation competence cannot be built up in weeks.

How long does a mandate agreement bind?

The contract regulates that, and it is negotiable. Long commitments without an exit and far-reaching tail clauses are critical — both belong with the lawyer before signing. We do not state a documented market norm for terms.

How many M&A advisors should I approach?

At most three. Every additional conversation widens the circle of those in the know; compare the candidates on the basis of the same written documents and the points matrix above.

How this looks in figures at IGCP — transactions, size classes, duration — is set out in the track record.

A company sale is the most important transaction of an entrepreneur's life. Get independent and discreet support — IGCP Capital Partners. → igcp.at

On choosing an advisor in the Austrian market: M&A advisors in Austria.

This article does not replace legal or tax advice. Status of the details and sources: 1 October 2026.