When an entrepreneur considers selling their company or finding an industrial partner, the process is often viewed as a contact-driven activity, with a strong focus on costs and success fees. In reality, within the M&A market there is a fundamental difference between intermediation and structured advisory. Two approaches that lead to very different outcomes in terms of value, control and probability of success.

Selling a company: an often underestimated process

When an entrepreneur starts thinking about selling their business or opening up to an industrial partner, the reasoning typically focuses on immediate aspects:

• who might be interested
• how much the company is worth
• what the process will cost

At this stage, a recurring approach emerges: minimizing upfront costs and linking compensation entirely to the final outcome.

The underlying logic is straightforward. If the deal closes, it makes sense to pay. If it does not, it does not.

However, this approach assumes that the value of the transaction depends mainly on the ability to find a buyer.

In the M&A market, this is not the case.

Intermediation vs M&A advisory: what really changes

The difference between intermediation and advisory is not about the type of counterpart, but about the type of work performed.

Intermediation means:

• activating contacts
• identifying potential buyers
• facilitating a direct negotiation

M&A advisory means:

• analyzing the company in depth
• building a credible positioning
• defining a market strategy
• managing multiple counterparts in parallel
• negotiating not only price, but the full deal structure

In the first case, the goal is to find someone interested.
In the second, the goal is to build a process that makes the company attractive to multiple parties.

The difference is substantial.

Value is not given. It is built

One of the most common misconceptions is that a company’s value is already defined before entering the market.

The entrepreneur knows the business well: performance, customers, history, positioning. This leads to a clear internal perception of value.

The market applies different criteria.

A buyer evaluates:

• how transferable the business is
• how stable revenues are
• how dependent the company is on the owner
• how capable it is of generating future results

Value is not a reflection of the past, but an assessment of risk and future potential.

For this reason, the preparatory phase is critical to reducing the gap between perceived value and market value.

The most important phase is the one you do not see

Many entrepreneurs associate selling a company with the final negotiation.

In reality, that is only the last step of a much broader process.

Transactions that successfully reach completion are almost always those where the preparation phase has been handled rigorously.

When this does not happen, issues emerge even before due diligence, stopping the process at an early stage.

Preparing a company for sale means:

• making financial data clear and structured
• aligning the objectives of the ownership
• defining the scope of the transaction
• building a coherent industrial narrative

Without these elements, engagement with the market becomes fragmented and ineffective.

Success fee: alignment or illusion

The request to work exclusively on a success fee basis is increasingly common.

It is often seen as a way to align incentives.

In reality, it risks shifting the focus entirely to the final phase, overlooking everything that makes that outcome possible.

An M&A process requires:

• time and resources
• analytical capabilities
• access to qualified counterparts
• structured information management

These activities exist regardless of whether the deal closes.

For this reason, in structured transactions, the combination of fixed and variable components represents a balance between professional work performed by highly specialized advisors and the final outcome.

Finding an industrial partner: the limits of a direct approach

Many entrepreneurs, especially in established industries, know the key players in their market.

This often leads to the assumption that finding an industrial partner can be managed directly.

The limitation of this approach is that it:

• reduces the number of real alternatives
• leads to bilateral negotiations
• removes competitive tension

In M&A, competition among multiple buyers is one of the main drivers of value creation.

Without a structured process, negotiations tend to develop on weaker grounds and with reduced leverage.

Selling a company: the real decision is about the process

When evaluating the sale of a company, the most common question is about the cost of the advisor.

It is a legitimate question, but not the decisive one.

The real decision concerns the type of process you want to build.

An intermediation approach may seem simpler and more immediate, but it often leads to:

• less control
• higher uncertainty
• outcomes below expectations

A structured advisory approach requires an initial investment, but enables:

• proper positioning of the company
• selection of the right counterparts
• informed and controlled negotiation

Conclusion

Selling a company or finding an industrial partner is not a contact activity.

It is a complex process that requires method, preparation and structured execution.

The difference between intermediation and M&A advisory is not semantic.

It is the difference between looking for a buyer and building the conditions to achieve the best possible outcome.