Do I Still Need a Corporate Finance Adviser If I Already Have an Offer?

Why founders often need help after the offer lands, not before

It’s a common question, and a very fair one:

“We’ve already got an offer on the table. The buyer’s serious, and we’re working with a lawyer. Do we really need a corporate finance adviser at this point?”

The answer depends on what kind of support you need. If you're looking for someone to run a competitive process or negotiate from scratch, it may be too late. But if you want help understanding and negotiating the financial elements of the deal, there’s still a crucial role a deal adviser can play.

What a corporate finance adviser normally does

• Prepares your business for sale

• Runs a full sale process with multiple bidders

• Handles pricing strategy, negotiation, and deal structuring

• Manages bidder interactions and coordinates diligence

If you already have an offer and are progressing with one buyer, most full-scope advisers will say it’s too late or they'll want to re-run the process entirely.

That’s where deal execution support comes in

What founders actually need at this stage

Once Heads of Terms are being discussed, the questions shift from “how do I find a buyer?” to:

• Is this price structure fair?

• What does “cash-free, debt-free” really mean for me?

• How is the working capital target being set?

• What are the risks in the earnout?

• Can I extract surplus cash in a tax efficient manner?

These aren’t legal questions and your accountant may not have M&A experience to answer them fully, but they materially affect how much you walk away with and the risk you’re taking to get it.

Why many founders go it alone and regret it

We often hear:

“I thought my lawyer and accountant were covering everything.”

They were, but only within their remit. Most deals that go sideways on value do so because:

• Founders didn’t understand the implications of the working capital peg

• Debt-like items weren’t spotted until late

• Earnout terms weren’t stress-tested

• Heads of Terms locked in value mechanics that weren’t revisited

By the time these issues surface, they’re hard to unwind.

Deal Clarity: A new kind of adviser

We don’t run sale processes or charge success fees. We work with founders who already have a buyer, providing:

• Fixed-fee reviews of Heads of Terms and SPA drafts

• Clear, jargon-free explanations of commercial terms

• Support negotiating value-critical elements like cash, debt, and working capital

• Input that complements your legal team, not competes with it