The ReSET – Getting the Banker Right

1/22/18

Newt Fowler

Business valuations remain strong, yet some entrepreneurs wonder whether the window will soon close on a hot market for selling their company. In a series of conversations I’ve had with entrepreneurs with the “itch” over the past couple of months, it’s clear that many are reluctant to hire a banker to sell their company, or even if willing, are unsure of what they’re really getting.Some forge ahead with only a limited understanding on how to staff one of the most important financial decisions of their lives. Others navigate it well.

From these conversations, its clear there is a process you should go through to sell your business, and you’re best suited to work with someone who understands how to maximize the value of your company and be your advocate. It’s the rare entrepreneur that sells to the first person who knocks unsolicited on the door. It’s also the rare company that maximizes its purchase price by selling without any insight on what’s going on within their market. While lawyers, accountants and other advisors can help, they really don’t replace the skills brought by the right banker.

So how do you hire the right banker? The banker needs to fit the deal; just because you know someone who sold their company had a good experience doesn’t mean that banker is a fit for you. You should have a process to select the right banker. Not all bankers are the same. Here are some key considerations in evaluating possible candidates:

  • Are they experienced in selling companies in your Industry?
  • Is your deal size within their track record (your not too small or too large)?Do they have a track record with companiesof a similar profile (VC backed vs. founder built, complex ownership issues, etc.)?
  • Who will be your lead banker? Is he committed to remain fully focused? Do you have assurances you won’t be handed to someone else? Does his approach, communication style, and other intangibles match up with yours?Are you sure he has the time and capacity to pursue a transaction?
  • Do they have a process to prepare meaningful presentation materials on your company, help you with financing forecasting, provide insight on your market and opportunities? What is their approach to identifying and qualifying purchasers? How do they run that process? What is their system and timeline for running the sale and keeping you informed? The more casual and ambiguous the answers, the more you should be concerned.
  • References are critical; ask to talk to other CEOs they’ve represented. In those discussions, ask about blind spots, what they would do differently, focus on any issues of chemistry, approach or style that affected the transaction.


The terms for banking engagements generally end up normalized, with economic and other provisions falling within a band of expected outcomes, particularly if they know your shopping the engagement. So the issue is less getting a “better deal” from your banker than ensuring you’re getting the right banker for your deal.

Entrepreneurs often struggle with accepting that the banking engagement is exclusive, that they’re going to put their sale process in just one set of hands. The challenge is a “success” based engagement, where the bulk of the compensation comes from selling your company, exclusivity is the norm – it’s impossible to have someone fully committed and motivated to sell your business when they don’t fully control the process or could work for little return. Similarly it’s hard to carve out known suitors (including asking for reduced fees) and it creates a conflict for the banker on where they should devote their time (or if they should devote much time at all).

Once a banker is engaged, it’s important they establish a process for identifying and qualifying prospective purchasers, particularly if you’re going to reach out to competitors and strategic players in the market. You need clear ground rules ensuring confidentiality (including a measured approach to disclosure of your most critical information, such as customer names and terms), and to mitigating risk of leaks to competitors and customers. And you have to have a clear response for when such leaks inevitably occur. You should also establish a clear process for being updated on their efforts and for milestones when each stage of the sale process should occur, to ensure the process isn’t drifting or concerns aren’t identified early.

As a final note, selling your company is a full time job for you. No banker or other advisor is going to replace you. Meanwhile you have a company to run and current performance to maintain. And a team that gets either suspicious on what’s going on or concerned about their fate. Losing sight of actually running your business during an otherwise consuming process is more often than not a casualty of selling. Plan for it. Eat some Wheaties, you’re going to need it.

With more than 30 years’ experience in law and business, Newt Fowler, a partner in Womble Bond Dickinson’s business practice, advises many investors, entrepreneurs and technology companies, guiding them through all aspects of business planning, financing transactions, technology commercialization and M&A. He’s the past board chair of TEDCO and serves on the Board of the Economic Alliance of Greater Baltimore. Newt can be reached at newt.fowler@wbd-us.com.

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