If You’re Not Paying the Adviser, You’re Not the Client

If you are planning a full or partial exit in 2026 or 2027, make sure the person “helping” you is not being paid to negotiate against you.

The first week of January is always the same. People return to work with a head full of plans, a renewed sense of purpose, and a vague promise that this year will be different.

Business owners start thinking about the future, about retirement, about freedom, and about whether they have another five years in them or whether it is time to take something off the table. At the same time, the internet fills up with confident advice from people who have never sat in your seat, never carried payroll risk, and never built something from nothing.

In amongst all that noise, it is increasingly common for business owners to be approached directly by a buyer or by a buyer’s representative. These approaches often start positively and, on the surface, can seem helpful. Occasionally, they include a line that sounds particularly attractive: “No fees are payable by you. We will take care of everything.”

It is at that point you need to pause, take a breath, and remind yourself of a basic principle: there are no free lunches in business. If you are thinking about a full sale or a partial exit in 2026 or 2027, one rule matters more than most: follow the adviser money. In any deal process, you need complete clarity on who the adviser works for, and whose interests they will protect when the negotiation becomes difficult.

Advisers do not work for free and incentives drive outcomes

This is not cynicism. It is simply how business works. Advisers, brokers, corporate finance firms, and intermediaries all have to be paid, and the party paying the fee will, consciously or otherwise, influence the focus of the work.

So when someone says “you do not pay anything”, the question is straightforward: who is paying them? If the buyer is paying them, then they are acting for the buyer. That does not make them dishonest or unprofessional. It simply means their incentive is to deliver the best deal for the acquirer, not the best outcome for you.

That distinction matters because selling a business is not just a financial transaction. For most owners, it is the most important commercial decision of their life, and the largest cheque they will ever receive.

A buyer’s adviser may be polite, but they are not neutral

A buyer’s adviser will typically come across as competent, friendly, and reassuring. They may tell you they have funding in place, that they are serious, and that they can move quickly. They may also suggest that the process will be straightforward because they have “done this many times”. They may be right.

But a buyer’s adviser is not a neutral party. They exist to secure the best possible outcome for their client. In practical terms, that usually means:

• Securing the lowest price they can justify

• Structuring the deal so more of the value is paid later and conditional on performance

• Transferring as much risk as possible back onto the seller

• Ensuring the buyer controls the timetable and the pace of due diligence

• Holding exclusivity for as long as possible

• Revisiting value when issues arise, or when you become committed to the process

None of this is unusual. It is normal dealmaking. The problem arises when the seller assumes the buyer’s adviser is somehow also helping them, simply because the tone is pleasant and the approach feels cooperative.

The most expensive deal is often the one that felt easiest at the start

Many owners make a perfectly understandable assumption: if a buyer has approached directly, perhaps it is easier to do the deal without advisers and avoid fees. Sometimes that works, but more often it results in the seller conceding value and accepting risk without properly appreciating the cost of those concessions.

The reality is that buyers rarely arrive unprepared. They have a strategy, a model, and a team. Their advisers have a playbook, and that playbook is designed to protect the buyer. The seller, on the other hand, may be negotiating with goodwill, instinct, and a desire to “get it done”. That imbalance does not show up on day one. It shows up later, usually when the seller has already emotionally committed.

The real negotiation often starts after you have agreed the headline terms

One of the most common patterns in a buyer led approach is that the initial offer is strong enough to get you engaged, but broad enough to leave room for adjustment. Once you have agreed a heads of terms, told your spouse, started imagining the next chapter, and invested time in the process, the negotiation often changes.

This is where deal terms shift, risk provisions become heavier, and parts of the price become conditional. This is where due diligence becomes a tool not only for verifying information, but for reshaping the deal. It is also where owners can feel worn down by the timescale and increasingly keen to “just get it finished”.

A buyer’s adviser understands that dynamic. A seller who has not sold a business before often does not.

Three questions that protect you immediately

When approached by a buyer or a buyer’s adviser, ask these three questions early and ask them plainly:

1. Who do you act for, contractually and formally?

2. Who pays your fee?

3. If there is a dispute over value or deal terms, whose interests do you protect?

If the answers are unclear, overly polished, or evasive, you do not need further explanation. You already have your answer. The correct response is not to panic or shut the door. The correct response is to make sure you have your own adviser in place before the deal progresses.

If you are exiting in 2026 or 2027, your advantage is time

If you are at a crossroads now, you have an advantage many owners do not: time to plan. That time can be used to strengthen the business, increase profitability, reduce reliance on you, improve contractual income, tidy up weak areas, and position the company properly. It can also be used to create a planned process that generates competition, rather than being drawn into a single buyer discussion and hoping for the best.

The best exits are rarely rushed. They are engineered.

What a proper seller side adviser does and why it matters.

A genuine seller side adviser works for you and only you. Their job is not simply to “find a buyer”. Their job is to maximise value, protect terms, and manage risk. That includes advising you on whether a full exit, a partial exit, or a strategic partnership is best for your personal objectives, not just the buyer’s ambition.

They help you control the timetable, maintain confidentiality, qualify buyers properly, create competitive tension, and prevent unnecessary retrading. They also ensure you do not accept clauses or structures that look harmless but create serious risk later. In short, they keep you in a position of strength and stop you being outplayed.

There are no free lunches, only hidden costs

If you are told there are no fees payable by you, remember the adviser is still being paid. If they are paid by the buyer, the seller often pays in other ways: a lower price, more deferred consideration, heavier earn outs, risk shifted back onto you through warranties and indemnities, or control clauses that restrict your freedom after completion.

That is the free lunch. The bill is simply hidden in the small print.

A sensible New Year resolution for business owners at a crossroads

If you are considering selling in 2026 or 2027, here is a sensible resolution: do not sell your life’s work with one hand tied behind your back. If you are approached directly, take it as a compliment, not a plan. Engage constructively, but do not confuse politeness with alignment. In a deal, everyone is serving someone. Make sure your adviser is serving you.

Contact us today

If you are considering a full exit or a partial exit in 2026 or 2027, VEXUS supports business owners to prepare, position, and negotiate the strongest possible outcome with the right buyer and the right structure.

If you would like a confidential, no obligation conversation about your options and timing, contact VEXUS.

Contact Us