How we’re paid. And whose side we are on.
Four questions every client should put to any adviser before signing – whether you are selling a company or buying one. Here are our answers in plain language, and one rule that governs all of them: we never act for both sides of the same transaction. Every mandate we take is paid the same way: a monthly retainer sized to the scope of the work, and a success fee on total enterprise value at closing. The figures for your situation arrive in writing within 24 hours of a first call – a €12M transaction and a €120M transaction are different engagements, and a number here that did not apply to you would be worse than none.
In writing, within 24 hours of the first call. Nothing changes later without your signature.
How are you paid?
Two components on every mandate, both in writing before you sign: a monthly retainer sized to the scope of the work, and a success fee on total enterprise value, earned when your transaction closes. Here is what each one is, what the retainer buys you, and why we charge one.
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A monthly retainer, for the months before a buyer is contacted.
It pays for the senior work that has to happen before the first approach – the valuation, the internal diligence review, the materials and the buyer intelligence set out under question two. The retainer covers a fraction of the senior time and cost we put in before a buyer says yes. It is not a deposit, it is not credited against the success fee, and it is not refundable: it pays for work delivered.
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A success fee, earned at your closing.
The substantial majority of our compensation, calibrated to transaction size. The engagement letter defines it, and the tail period, in plain language: how long it runs and exactly what triggers a fee within it. We walk you through it before you sign, not after, and nothing changes later without your signature.
Why not success-fee only? A success-fee-only structure is not wrong in itself. It concentrates the adviser’s economics at closing, which leaves little economic support for expensive preparation that stays valuable when the answer turns out to be “not yet” or “take the offer on your desk.” The retainer is what lets us say either of those to you and mean it, and what pays for that preparation: valuation before the buyer’s number arrives, diligence before the buyer’s diligence, a case the buyer’s committee can approve. It is also your signal about us. We invest more than the retainer recovers, so we sign only the mandates we believe we can sell well; a retainer means we have said yes to your company, not to a lottery ticket on it. The substantial majority of our compensation is still earned at closing; the retainer changes what we can afford to tell you before then.
The same structure on every mandate
Whichever side of the table you are on, and however wide the scope, the shape of the fee is the same. What changes is the size of the retainer, which follows the scope of the work; the engagement letter defines the success-fee trigger and the tail period for each mandate in plain language.
| Mandate | We act for | Paid by | Retainer | Success fee | Scope |
|---|---|---|---|---|---|
| Selling – the full mandate | The seller | The seller | Monthly, sized to the scope | On total enterprise value at closing | First call to wire |
| Selling – introduction mandate | The seller | The seller | Monthly, sized to the narrower scope | On total enterprise value at closing | Profile, buyer list, preliminary data room, outreach and introduction |
| Buying – the full mandate | The buyer | The buyer | Monthly, sized to the scope | On total enterprise value at closing | Acquisition thesis to completion |
| Buying – origination mandate | The buyer | The buyer | Monthly, sized to the narrower scope | On total enterprise value at closing | Target map, approach and introduction |
| Readiness review | The owner | The owner | A fixed fee, stated before we start | None | Six areas, report and fix list – before any mandate |
Every mandate The shape is the same on every mandate we take; the size of the retainer follows the scope. No figures on this site by design – yours in writing within 24 hours of a first call.
What does the retainer fund?
On the full sell-side mandate: preparation, before a buyer is contacted. All three deliverables are yours to keep whatever you decide. On a buy-side mandate the retainer funds the equivalent work on your side of the table – the thesis, the target map, the walk-away valuation and the approach – set out here.
- Your valuation.
Institutional grade: comparable multiples, precedent transactions, discounted cash flow, and where each likely buyer sits in that range – built within the first month, once your documents are in. Not the number that wins us the mandate: the number we would defend across the table. How it changes the negotiation →
- Your internal diligence review – the readiness review, run inside the mandate.
We put your company through the questions a buyer’s diligence team will ask – financial, legal and contractual, technology, operational, management, narrative – bring in the specialists where a formal opinion is needed, and give you the report. The aim is that anything a buyer will find, you find first – while it is still context rather than a price reduction.
- The materials and the buyer intelligence.
The memorandum, the model, the data room, and a documented thesis for every prioritised buyer before we make contact. The mechanical load runs on our execution system; senior attention goes where judgment matters.
We sign only when our own review persuades us that a competitive process can be run for the company, on terms worth having, in a timeframe we can defend – a judgment we put in writing before you sign, never a guarantee. Outside a mandate, the one thing we charge for is the readiness review: a fixed fee, stated before we start. The mechanics of what these deliverables do inside a sale are in the reference; what the mandates have produced is on Track record.
Whose side are you on?
One side of every table. We act for sellers and we act for buyers. We never act for both in the same transaction – not as adviser to one and introducer to the other, not through an affiliate, not with a wall between the rooms. In any transaction we are in, we are on one side of it, we are paid by that side, and every participant knows which side that is.
The conflict that remains is the one every adviser paid at closing has: we earn more if you transact than if we tell you not to. We say so because it is the reason we value the company before we recommend a process, and the reason we have told founders “not yet” and will tell a buyer “not this one”.
Firm rule One side of every table. We act for sellers and we act for buyers; never for both in the same transaction.
You want us on your side of the table – before we are on the other side of it.
The rule in practice – for lawyers, boards and diligence readersWhat happens when a buy-side client meets a sale we run · same-sector clients · referral fees · what we lead and what counsel leads
If a company we advise as a buyer becomes a candidate in a sale we are running, we do not advise that buyer on that transaction; it competes on its own, with its own advisers, on the same disclosed criteria as every other buyer, and our seller client is told. If an owner we approach on behalf of a buyer asks us to run a sale instead, we decline until that buyer’s conversation is over.
We may act for more than one client in the same sector, and we may have acted for a buyer or a seller you will meet in your process; where any relationship of ours could bear on your transaction, you hear about it before you engage us, not after. Confidential information obtained for one client is never used to source, value or negotiate another client’s transaction.
The conflicts that do not exist here: no fund of our own, no acquisition vehicle of our own, no financing arm, and no referral fees in either direction. Your lawyer stays your lawyer and your accountant stays your accountant; we take no fee that depends on them being replaced.
What we lead and what counsel leads. We lead the commercial transaction: valuation, process, counterparty strategy and the negotiation of the economics. Your M&A counsel leads legal advice, legal risk allocation and the drafting of the agreement; formal financial, tax and technical diligence is performed by the appropriate independent specialist.
“If a buyer in your existing network ends up winning, how is that handled?” They compete under the same disclosed process criteria as every other buyer, and you choose the best overall transaction – value, structure, certainty, fit. If that buyer is a current client of ours on any other matter, you know it before the process starts, and we do not advise them on yours.
How the success fee is triggered on a narrower mandate. On an introduction or origination mandate the success fee attaches to a transaction with a counterparty we introduced – the engagement letter names the eligible list, the names you already knew before we started, the tail period after the mandate ends, and what happens to the economics if you later ask us to run the full mandate. Swiss law treats an introduction mandate as a brokerage contract: the fee is owed when a transaction results from the introduction, and not otherwise.
How the engagement ends
Before you sign, read how it ends. You can terminate on notice. If we stop at month four, the engagement letter states exactly what you owe and what you don’t. Your company-specific materials and work product remain yours, as the engagement letter spells out. We show you the exits before you sign, because we don’t need locked doors to keep a client.
Ask for the numbers. You will have them in writing within a day.
One call with a founding partner. You leave with the fee structure for your company in plain figures – and, if you want them, the names of founders we have sold for who have agreed to take reference calls.