The Most Underrated Role in M&A

There is a persistent misconception in the world of Mergers and Acquisitions:

That anyone can advise on a deal.

After all, it’s just a transaction, right?

A buyer. A seller. A price. A contract.

How hard can it be?

1. The reality: M&A is not a transaction

The role of the M&A advisor has often been underestimated.

In practice, it is not uncommon to find processes being led—or influenced—by:

• A trusted lawyer handling tax matters
• A long-standing accountant
• Or even an experienced real estate broker

People who are highly competent in their fields… but for whom M&A is not their core discipline.

And the difference shows.

Selling a company is not like selling a house. Buying a business is not like negotiating a contract.

It is something far more complex.

2. A story that says it all

I remember a situation that perfectly captures this gap.

We had just finished a first meeting between buyer and seller. It had gone very well—which is not surprising. First meetings almost always go well. Both sides are getting to know each other. It’s a process of mutual discovery, almost a form of “falling in love”.

And I don’t recall many situations where that phase goes badly.

As we wrapped up, the advisor on the other side—who, based on his comments, was clearly a real estate broker—turned and said:

“We’ll be signing in three weeks.”

I smiled to myself.

And thought:

“If everything goes well, we’ll be signing in eight months.”

3. What an M&A advisor actually does

Because this is where the misunderstanding lies.

An M&A advisor is not just a “deal intermediary”.

The role is multi-dimensional:

Financial expert

Understanding valuation is just the starting point.

A good M&A advisor doesn’t just “run a model”—they understand what truly drives value and how it translates into price under different conditions.

That includes:

• Interpreting quality of earnings, not just reported numbers
• Identifying value drivers (growth, margins, scalability, risk) and how buyers will assess them
• Structuring the transaction (cash vs. deferred consideration, earn-outs, equity rollover) in a way that aligns interests without transferring excessive risk
• Anticipating how different buyer profiles (strategic vs. financial) will value the same asset differently

But more importantly:

They know how to connect the financials with the narrative.

Because numbers alone don’t sell a company.

What matters is how those numbers are framed, defended, and translated into a credible future.

A model can justify a valuation.

But only a well-prepared financial story can sustain it under pressure.

Strategist

At its core, M&A is a process-driven discipline.

And the advisor’s role as a strategist is to design that process with one objective:

Maximise outcomes, not just activity.

This starts with defining the right approach:

• One-to-one, hybrid, or competitive process
• Identifying the most relevant buyer universe—not the largest one
• Positioning the asset differently depending on the target buyer

But it goes much deeper.

A good advisor thinks in terms of sequencing and dynamics:

• Who to approach first—and why
• How to create and maintain competitive tension
• When to accelerate—and when to slow down
• How to manage information flow to sustain momentum

Because in M&A:

Process design shapes behaviour—and behaviour determines outcomes.

A poorly designed process leads to:

• Loss of control
• Weak competition
• Price erosion

A well-designed one creates:

• Alignment
• Urgency
• Advantage

And ultimately:

Better deals.

That is why strategy in M&A is not about having a plan.

It’s about orchestrating a process where every step moves you closer to the desired outcome.

Psychologist

Deals are emotional.

• Founders letting go
• Buyers taking risk
• Expectations rising and falling

M&A is often an emotional rollercoaster, and managing that volatility is often as important as managing numbers.

Poker player

There are moments where you need to:

• Hold information
• Signal strength
• Bluff (carefully)
• Read the other side

Not everything is said. But everything matters.

Negotiator

Negotiation in M&A is often misunderstood as a discussion about price.

In reality, price is just the visible part of a much more complex equation.

A good advisor understands that value is shaped through multiple dimensions:

• Structure (cash vs. deferred consideration, earn-outs, rollover)
• Risk allocation (warranties, indemnities, caps, baskets)
• Timing and certainty of closing
• Governance and control post-deal

Two offers with the same headline price can lead to very different outcomes.

That’s where the advisor adds real value:

Not by pushing for a higher number, but by shaping a better deal.

This requires more than technical knowledge. It requires judgment.

Knowing:

• When to push—and when pushing destroys trust
• When to concede—to gain something more valuable in return
• How to create momentum without losing control
• How to manage deadlocks without escalating conflict

And above all:

Understanding that negotiation is not about winning a point—it’s about closing the deal under the right conditions.

Because the best negotiation is not the one where one side wins.

It’s the one where both sides move forward—and the deal actually gets done.

Coach

There are moments in every deal where tension escalates.

Misunderstandings happen. Positions harden. Momentum breaks.

A good advisor knows how to:

• Reframe
• Re-engage
• Bring both sides back to the table

4. What experience really gives you

None of this is learned in a textbook.

Not in university. Not even in most business schools.

Because the most important skill in M&A is:

Judgment.

Knowing:

• When to push
• When to hold back
• When to accelerate
• When to walk away

And judgment is not taught.

It is earned—through experience, through mistakes, through deals that worked… and deals that didn’t.

5. A personal note

Over the years, I’ve tried to capture some of these realities in a more structured way.

That’s the idea behind my M&A Training Program—to go beyond theory and cover the real variables that shape transactions:

• Process design
• Negotiation dynamics
• Behavioural aspects
• Decision-making under uncertainty

If you’re interested, you can find more information here:

https://learnmergersandacquisitions.com

6. Final thought

M&A is often seen as a technical discipline.

But in reality, it sits at the intersection of:

• Finance
• Strategy
• Psychology
• And human behaviour

And that’s why it’s so difficult to master.

As Philip Fisher once said:

“The stock market is filled with individuals who know the price of everything, but the value of nothing.”

The same could be said of M&A.

Because in the end, advising on a deal is not about understanding numbers.

It’s about understanding people.

And knowing how to move them.