An M&A advisor / business broker is a sell-side intermediary who helps owners of smaller companies sell their businesses — operating in the "main street" and lower-middle-market segments, typically for deals from under $1M up to roughly $25M in value. They are the smaller-deal counterpart of the investment banker, and the distinction between the two is mostly one of deal size, process style and fees (covered in detail at M&A broker vs investment banker).
What they do
Acting as the seller's agent, an M&A advisor or broker runs the sell-side process end to end:
- Valuation and preparation. Pricing the business, recasting financials and computing add-backs / SDE or EBITDA to present the company well.
- Marketing materials. Preparing the teaser and a confidential business review / CIM.
- Buyer outreach. Confidentially marketing the business to a network of buyers — individuals, searchers, small strategics and PE — gated by an NDA.
- Negotiation and management. Fielding offers, negotiating the LOI and price/terms, and shepherding the deal through diligence to close, coordinating the lawyers and accountants.
Business broker vs M&A advisor
Though often used interchangeably, the two terms connote a spectrum:
| Business broker | M&A advisor | |
|---|---|---|
| Typical deal size | Sub-$1M to ~$5M | ~$5M to ~$25M+ |
| Process | More listing-style | More banker-style auction |
| Buyers | Mostly individuals | + PE, strategics |
| Materials | Lighter | Fuller CIM, QoE |
The lower-middle-market M&A advisor runs a more institutional, competitive process than a traditional business broker, who more often markets a business semi-publicly on listing platforms (BizBuySell and similar) and negotiates with buyers as they appear.
Fees and licensing
Compensation is typically a retainer plus a success fee (or, for the smallest deals, a flat commission, often ~8–12%). Licensing depends on jurisdiction and structure: because a stock sale can implicate securities/broker-dealer rules, U.S. practitioners rely on a limited federal "M&A broker" exemption for privately negotiated sales of smaller businesses; some states also require a real-estate or business-broker license. Owners should confirm an adviser's standing, track record and buyer network before signing an engagement.
When to use one
An M&A advisor or broker is the right, cost-effective choice for owner-operated and family businesses below the threshold where a full investment bank engages — especially in ETA, SBA-financed and founder transition deals. The relationship is central to the sell-side process: a good adviser materially improves both price (through competition and preparation) and certainty of close.
See also
- M&A broker vs investment banker — Business brokers and investment bankers both run sell-side processes, but differ on deal size, fee structure, buyer reach and depth of materials. Brokers dominate sub-$10M; bankers dominate $10M+.
- Sell-side M&A process — The deal cycle from the seller's perspective: preparation, marketing materials, buyer outreach, IOIs, LOIs, exclusivity, due diligence, definitive agreement and closing.
- Investment banking in M&A — The advisory role banks play in originating, valuing and executing deals.
- Transaction advisor — Big-Four (or similar) transaction-advisory practitioner who delivers buy-side or sell-side QoE, financial diligence, tax structuring and integration-readiness work, separate from audit.
- Entrepreneurship through acquisition — The category of transactions in which an individual entrepreneur acquires an existing operating business — most commonly via a search fund, self-funded search or SBA-financed deal.
External resources
Practitioner guides from Main Street Wealth, the M&A advisory firm that sponsors M&Apedia (how this works):
- Sell a business — Sell-side advisory process, timelines and seller resources.