Pick the intermediary whose process fits the buyer you are most likely to sell to, then check the license, the representation and the engagement letter before you compare fees. This page is for a founder in Miami or South Florida who has decided to sell, or is close to deciding, and is about to meet brokers and advisers. Whether to sell at all is covered in sell or scale. Ask every candidate to explain how they would sell your company, including what the process would demand of you while the business keeps operating.
What does each type of intermediary do?
Either title can cover buyer outreach, screening, negotiation and coordination through closing. In common usage, a business broker markets a business to a wide pool of prospective buyers, often individuals and owner-operators. The work can include preparing sale materials and screening inquiries, followed by coordinating offers and the steps toward closing. Ask which services the proposed engagement covers and who performs them.
An M&A adviser more often runs a targeted process with strategic buyers, such as companies making acquisitions, and financial buyers, such as investment funds. The assignment often includes preparing the financial presentation and coordinating competing offers. Negotiating the payment structure can be a large part of the work.
At the larger end, an investment bank may play that advisory role. The titles are used loosely, so judge the proposed services and the person responsible for delivering them. What you need is evidence that the candidate can run the sale process your company calls for.
Why is company size a weak way to choose?
The size bands that firms publish for broker deals and adviser deals vary from one firm's website to the next. Revenue alone tells you little about who will buy the company or how much work the sale will demand. Ask candidates how your company's size affects their proposed scope, staffing and outreach, and start with four questions of your own.
- Who is the likely buyer? Ask whether the strongest fit is an individual taking over daily operations, a strategic acquirer, a financial buyer or another kind of owner. Have the candidate explain the commercial reason.
- How will buyers be found? Ask which channels the intermediary would use and how it would control disclosure. A local business may attract buyers from outside South Florida, so ask how far the search should reach.
- What preparation will buyers require? Discuss the expected diligence workload and who will coordinate the responses. Compare the proposed preparation with what a careful buyer will examine.
- How complex might the payment be? Ask about experience with earnouts, seller financing and rolling over equity, and how each would affect when you are paid and the risk you keep. Any role after closing is a separate question, covered in staying on after selling.
Where a private equity firm already owns part of the company, the sponsor usually has its own view on the adviser. Settle how that choice will be made before inviting proposals.
Which process fits the company you are selling?
Use this comparison to question candidates. The columns describe common tendencies, and a particular broker or adviser may work across both. Ask each candidate how their approach would change for your company.
| Sale requirement | Points to a business broker | Points to an M&A adviser | What to ask |
|---|---|---|---|
| Likely buyer | An individual or owner-operator | A strategic or financial buyer | Who would buy this company, and why? |
| How buyers are found | Listings and an established buyer pool | Researched targets and direct approaches | How will you reach suitable buyers? |
| Confidentiality | An anonymous listing and screened inquiries | Direct approaches to a chosen list | Who approves each disclosure? |
| Valuation basis | Often seller's discretionary earnings | Often adjusted EBITDA | Which basis fits, and which adjustments will hold up? |
| Diligence load | Often lighter, centered on the owner's records and the handover | Often heavier, spread across management and the buyer's advisers | Who manages requests and closes gaps? |
| Deal structure | Sale and financing terms for an owner who will operate | Competing offers with different payment structures | How will you compare the risk I keep? |
| Management team's part | Selected input on operations and the transition | Management presentations and detailed buyer interviews | When does my team get involved? |
| Founder's time | Buyer meetings and practical handover planning | Preparation, offer decisions and oversight of diligence | What will you need from me each week? |
Seller's discretionary earnings usually describes the earnings available to a working owner, with adjustments that can include the owner's own pay. Adjusted EBITDA starts with earnings before interest, taxes, depreciation and amortization, then applies proposed adjustments. Ask your accountant to review the calculation and its support before it appears in any sale materials.
Both kinds of process need confidentiality and buyer screening. Ask what evidence of available funds or financing plans the intermediary requests, how it checks who can authorize an offer, and what information each buyer receives at each stage. Agree who approves access to sensitive records.
Should you start the sale now or prepare first?
Ask each candidate whether to begin outreach now or prepare first, what supports that recommendation, and whether any preparation is included in the engagement. Carlos's own line from his banking years is the reason to ask: "Your valuation scales only when your absence doesn't threaten the business." Sale materials describe the company as it is, including whatever still runs through you.
A candidate who recommends going to market now should be able to say how buyers will view what still depends on you. Our exit readiness guide covers the preparation itself.
What should a Florida founder check?
Florida's real estate law defines a broker to include a person who, for compensation, negotiates the sale of business enterprises for another or takes part in finding their buyers or sellers (section 475.01(1)(a) of the Florida Statutes). Have your attorney confirm the licensing requirement and any exemption that applies to the proposed engagement.
Ask for the license and check it through the Department of Business and Professional Regulation. Then ask in writing whether the intermediary would act as your single agent or as a transaction broker. Under the same section, a single agent represents one side as a fiduciary, with duties that include loyalty, confidentiality, obedience, full disclosure and accounting. A transaction broker provides limited representation without a fiduciary relationship. Have your attorney confirm what applies to your deal.
If the sale would be a sale of shares, securities rules may also apply. Ask the intermediary to name in writing the firm and the individuals responsible for the transaction, and the registration or exemption they propose to rely on. Check any claimed FINRA registration on BrokerCheck, and have your attorney verify that basis for your sale before signing.
What should you ask candidates before hiring one?
Meet the person who will lead the work day to day. Ask how much of their time you will get and what happens when another assignment needs urgent attention. Confirm who will speak to buyers and who will answer your questions during negotiations.
Ask for recent sales they personally ran that resemble yours, with references you can call. Resemblance can mean the kind of buyer or how hard the transition was. Ask those sellers whether the promised team stayed involved, and how the adviser handled problems after an offer was accepted.
Ask which buyers they would approach first and why. A useful answer explains the fit and how the candidate would get a response. Ask about any current work for likely acquirers or any payment arrangement with them, and have your attorney review the answer.
Have candidates describe their confidentiality process: when non-disclosure agreements are signed, how information is released in stages, who approves access and when the company is named. Discuss competitors separately, since even an anonymous description can identify a business people know.
Ask what the company must fix before going to market. Then ask how they would compare offers beyond the headline price, including cash at closing, deferred payments, contingent payments and working capital terms. A sample comparison built on invented terms shows how they explain the differences without disclosing another seller's information.
What should you check in the engagement letter?
The engagement letter governs the working relationship, so have your attorney review it before you sign. A fee discussion becomes useful once you understand the scope of the assignment and when payment falls due.
- Retainer and success fee. Establish what each payment covers. Ask whether a retainer is credited against the success fee and what you owe if the sale never closes.
- How transaction value is defined. Check whether the fee calculation includes deferred or contingent payments and assumed debt. Ask when a fee becomes payable on money you have yet to receive.
- Minimum fee and expenses. Identify any minimum payment. Agree which expenses need your approval and what reporting you receive before reimbursing them.
- Exclusivity and termination. Check how long the appointment lasts and how either side ends it. Deal with buyers you already know, including any that have approached you directly.
- Tail period. Understand when a sale after termination would still trigger a fee, which buyers are covered and how that list is recorded. Ask your attorney to check for overlap with any replacement adviser.
Ask the candidate to walk through the letter for a sale that closes, a sale that stops, and a sale where part of your payment arrives later. The explanations should match the written terms. Resolve any difference before you appoint anyone.
Which responsibilities stay with you and your other advisers?
Your attorney handles legal advice and the transaction documents. Your accountant and tax adviser examine the financial records and the tax consequences. Agree who coordinates their work with the intermediary, especially when a buyer proposes changes to the deal.
An intermediary's success fee depends on a transaction closing. Weigh that incentive when it recommends an offer. Ask it to explain the drawbacks of any offer it recommends accepting, and give your own advisers time to review them.
The decision to accept stays with you. Before you make it, test the choice with people who have sold, while protecting confidential information.
What should you prepare before meeting candidates?
- Write a sale brief. Describe the likely buyer and the preparation the company needs. Add your preferred role after closing and the commitments you are willing to consider.
- Interview candidates against the same brief. Compare who will do the work and how they plan to find buyers. Call references, and check the licensing and representation answers with your attorney.
- Review the appointment before committing. Have your attorney examine the engagement letter, and agree when to go to market only once you know where the company still depends on you.
- Choose by the likely buyer and the sale process that buyer needs. Company size is a weak filter.
- Judge the person leading the work through comparable sales and the sellers they name as references.
- In Florida, check the license and ask in writing whether the intermediary would act as your single agent or as a transaction broker.
- Read how transaction value is defined, the termination rights and the tail period before comparing headline fees.
- Agree when outreach should begin and what preparation the engagement includes. The decision to accept an offer remains yours.
The Leadership Scorecard takes ten minutes and shows which parts of the company still depend on you, which is the first thing a good intermediary will ask about.