The one-line difference
Sell-side advisors represent the company being sold. Buy-side advisors represent the acquirer. Both are paid to maximize their client's outcome, which means their incentives are opposite in any given transaction.
What a sell-side advisor actually does
A sell-side advisor is hired by a founder, board, or selling shareholder. The deliverable is a closed transaction at the highest price and best terms available in the market. The work breaks into five phases:
- Positioning and preparation. The advisor crafts the narrative that will be sold to buyers. This includes a confidential teaser, a detailed CIM, normalized financials, and management presentation prep.
- Buyer identification and outreach. The advisor curates a buyer pool of strategic acquirers and PE platforms most likely to value the asset. Outreach is run in controlled waves to maximize price competition.
- Process management. NDAs, data room, management meetings, bid management, and the choreography of running multiple buyers against each other.
- LOI negotiation. The most important phase. Most of the deal value is captured or lost here. Price, structure, exclusivity, conditions.
- Diligence through close. The advisor stays in the room to prevent re-trades, manage diligence requests, and push the deal across the finish line.
Sell-side advisors are typically paid through a retainer plus a success fee tied to transaction value. The success fee is structured to align the advisor with maximizing price.
What a buy-side advisor actually does
A buy-side advisor is hired by an acquirer (a strategic, a PE platform, a corporate development team) to find, qualify, and help close acquisition targets. The work:
- Target identification. The advisor brings market intelligence and proprietary sourcing to identify acquisition candidates that fit the buyer's thesis.
- Outreach under the buyer's banner. The advisor approaches targets discreetly, often without revealing the buyer's identity until interest is qualified.
- Valuation and offer strategy. The advisor frames a defensible price range and helps the buyer structure a compelling but disciplined offer.
- Diligence facilitation. The advisor coordinates the diligence streams (financial, legal, commercial, technical) and helps the buyer interpret findings.
- Integration positioning. Strong buy-side advisors think about post-close from the LOI phase, structuring the deal to support integration success.
Buy-side advisors are also typically paid through retainer plus success fee, though the success fee may be structured differently (often a fixed fee or a sliding scale tied to deal value).
The incentive question
This is where founders should pay attention. Sell-side advisors are paid to maximize price. Buy-side advisors are paid to find good deals their client will close. Both are legitimate, but the incentive structures matter:
- A sell-side advisor wants more buyers, more competition, higher price.
- A buy-side advisor wants deal certainty and price discipline.
Some firms (including 733Park) work both sides, but never the same transaction. Working across both sides over time produces better outcomes for clients on either side because the firm understands how the other side thinks.
Which one do you need?
If you are a founder considering a sale, you need a sell-side advisor. Period. Do not try to negotiate directly with the buyer "to save the fee." The fee pays for itself in the multiple expansion the right process generates.
If you are a strategic acquirer or PE platform running an active acquisition program, you may benefit from a buy-side relationship for proprietary deal flow and process support. Especially in tight categories where the best targets are not for sale publicly.
If you are between processes (12-36 months pre-exit), you do not yet need either. You need exit planning. See how 733Park works on exit planning.
What about conflicts of interest?
Reputable firms manage conflicts strictly. The advisor representing the seller cannot also represent the buyer in the same transaction. Some firms work across categories with deep relationships on both sides, but they will not double-rep a single deal. Always confirm conflict management policies in the engagement letter.
Fee structures, in plain English
Sell-side
- Retainer: $25k-$250k+ depending on deal size, paid monthly or upfront, credited against the success fee.
- Success fee: Sliding percentage of transaction value, typically structured as Lehman scale or modified Lehman, often with minimums in the $200k-$500k range for boutique firms.
- Out-of-pocket: Travel, legal, third-party advisors. Typically billed at cost.
Buy-side
- Retainer: Similar to sell-side, may be a multi-month commitment for search mandates.
- Success fee: Either a fixed engagement fee or a percentage of deal value, depending on whether the buyer is doing a one-off acquisition or a multi-target program.
- Out-of-pocket: Same.
Final thought
Sell-side and buy-side are mirror images. Both serve a legitimate need, both are paid to make their client's outcome better than they would have gotten alone. If you are a founder, you almost certainly need sell-side representation when you go to market. If you are an active acquirer, buy-side support can produce deal flow you cannot find on your own.
The first conversation should clarify which side you need and whether the firm you are speaking with is the right fit. Start a conversation with Lane.