Why we only act for sellers

People often ask me why we don’t act for buyers.

It’s a fair question. After all, if you understand how to sell a business, surely you understand how to buy one? And wouldn’t it double the opportunity if you sat on both sides of the table?

The answer is very simple. It would create conflicts of interest at almost every turn.

Our job, when acting for a seller, is to achieve the best possible price and terms in the market. Not a quick deal. Not an easy deal. The right deal, at a premium, with the strongest buyer. That requires absolute clarity of purpose.

Now imagine, only a few weeks earlier, we had been advising a buyer on how to acquire a business as cheaply as possible. Imagine we had helped them negotiate hard, chip away at value, and exploit every weakness in the seller’s position. Then that same buyer appears in a process where we are acting for the vendor.

How credible would we be when we tell them that this business deserves a premium multiple? How convincing could we be when we argue for stronger terms? As the old saying goes, you cannot be both poacher and gamekeeper. The two roles are fundamentally opposed.

There is also a more practical problem.

Let’s say a company approaches me and says they have identified a local competitor they would like to acquire. They ask for my help in negotiating the price and guiding the transaction to completion. They send me the accounts. I analyse the figures. I advise them on fair value. They put forward an offer.

So far, so good.

But what happens if the owner rejects that offer? What if, a week or two later, that same owner calls me and says, “I understand you’re active in this sector. Would you sell my business?”

Given our profile in the industry, it would be entirely natural for them to approach us. But if I accept the instruction, my original client might accuse me of stealing their lead. If I refuse, I turn away legitimate business and deny the seller the opportunity to access the wider market.

Whichever path I choose, someone feels aggrieved. And once trust is eroded in this industry, it is very hard to rebuild.

There is a third issue, and I am quite open about it: I find acquisition work deeply uncomfortable.

If a buyer is paying my fee, my duty is to act in their best interests. That usually means buying as cheaply as possible. In practice, that can involve encouraging a seller to accept less than full market value. Or worse still it can mean advising them to submit an attractive headline offer, with the intention that they will renegotiate later.

There are dozens of tactics used in the marketplace. Issues suddenly “discovered” during due diligence. Completion accounts adjusted in ways that deliberately and wrongly transfer value from seller to buyer. Price reductions introduced at the eleventh hour, when the seller is emotionally and financially committed.

My role, when acting for vendors, is to protect them from precisely these manoeuvres. I would feel profoundly uncomfortable deploying those same tactics on behalf of a purchaser. It is not how I want to do business.

For these reasons, we act exclusively for sellers. It gives us clarity. It gives our clients confidence. And it allows us to build a reputation that is free from divided loyalties.

You can see similar tensions in the residential property market. Some buying agents are genuinely independent. Others sit within large firms that also have substantial sales operations. There have been numerous articles over the years questioning how robust the so-called ‘Chinese walls’ really are. I remember visiting a major firm where the buying and selling teams were based in the same room, separated by a row of filing cabinets that barely reached chest height. That was the ‘Chinese wall’.

In business sales, the stakes are often far higher. For most owners, selling their company is a once-in-a-lifetime event. They deserve an adviser whose allegiance is unquestioned.

That is why we have chosen our side of the table — and we intend to stay there.