“If you think advice is expensive, try ignorance.”

– Unknown

Remember the original Dream Team? The occasion was the 1992 summer Olympics in Barcelona. It was the first time active professional players from the National Basketball Association were allowed to ply their trade on the American Olympic team. And what a team it was! The likes of Michael Jordan, Magic Johnson, and Larry Bird defeated their opponents by an average of 44 points before taking home the gold medal. Their collective notoriety, “…was like Elvis and the Beatles put together,” said head coach Chuck Daly at the time. Despite their disparate playing styles and personalities, the superstars gelled. They played like a team, a dream team.

One of the first tasks in the process of selling your company is building your own dream team. Let’s call it the deal team. You won’t necessarily need Michael Jordan or the Beatles, but it would behoove you to pick proven role players who can effectively contribute to the task at hand.

Here’s your starting lineup, Coach. The game plan follows. This is a summary of who your lineup should consist of, based on their level of involvement in the transaction. A more detailed discussion follows. 

M&A Advisor (Investment Banker)

To borrow yet another sports analogy, think of your M&A advisor as your quarterback. They will play a key role throughout the transaction from the opening kickoff until the final gun sounds. Your investment banker will initially assist in helping you package your company for sale, which will include valuing your company, identifying any issues that need to be addressed before you put your business on the market, and preparing key sales documents. 

Once the preparation is complete, they will put your business on the market, contact buyers, and manage your negotiations. They will also work closely with your M&A attorney in negotiating the letter of intent (LOI) and purchase agreement. Your M&A advisor will negotiate with the buyer regarding the high-level elements of the transaction and how the various components work together to form the overall deal structure, while your M&A attorney will negotiate the finer details of the agreements.

M&A Attorney

Your attorney will play the second-most critical role in the transaction and will negotiate the key agreements – primarily the non-disclosure agreement (NDA), the LOI, and the purchase agreement. In some cases, your M&A attorney may assist you in identifying legal issues that need to be resolved before you put your business on the market, and you can then delegate these matters to your commercial attorney to resolve. In most cases, your M&A attorney becomes involved during the stages of negotiating the LOI and plays a crucial role in the transaction until the closing transpires. It’s critical that you hire an attorney that has significant experience buying and selling businesses. The biggest mistake business owners make is hiring an attorney that has limited M&A experience, which in many cases can cost you the sale due to their inexperience.

It’s critical that you hire an attorney that has significant experience buying and selling businesses.


Your accountant will assist you in preparing your company for sale from a financial perspective and make sure that your financials are clean and consistent once your business is on the market. Your accountant may also be involved in financial due diligence, examining the financial and tax implications of the purchase agreement. Your accountant will typically play a lesser-involved role than your M&A attorney, although the extent to which this is the case varies based on the transaction. If you’re selling a smaller business with a simpler set of legal agreements and less-involved negotiations, it’s possible your accountant will play a more involved role than your attorney, especially if issues are discovered during financial due diligence.