By , Founding Partner, Cordis Group LLC ·

The pitch is almost always excellent. Two senior people fly in, one of them has sold four companies in your industry, and for ninety minutes you are the most important business in the world. You sign. Six weeks later you are on a Tuesday call with a twenty-eight year old associate you have never met, who is asking for a customer revenue file you have already sent twice, and the senior partner who won the mandate has not been on a call since the kickoff. Nothing improper has happened. This is simply how most M&A advisory firms are built, and almost no founder asks about it before signing.

Staffing is the least examined variable in advisor selection. Founders interrogate the fee, the buyer list, and the valuation range, all of which matter. Then they accept without question the thing that determines the actual quality of the next nine months: which specific humans will do the work, how much of their attention you will get, and what happens when something goes wrong at eleven at night in week thirty.

The Pitch Team and the Deal Team Are Rarely the Same Team

There is a structural reason for this and it is not cynical. Senior bankers originate. Origination is the scarce skill in the business, and a firm that stops its rainmakers from pitching in order to keep them on live deals will not have live deals for long. So the senior person's calendar is designed around new mandates, and the execution is designed to be handled by a team.

That arrangement can work extremely well. A disciplined vice president running a process day to day, with a partner engaged at the four or five moments that require judgment, is often better for a seller than a partner doing everything badly between flights. The problem is not delegation. The problem is undisclosed delegation, where the founder buys one thing and receives another, and only discovers the difference at the point where it is too late to do anything about it.

The failure mode has a shape. The senior person appears at the kickoff, disappears through the preparation phase, reappears for the management presentations because buyers expect to see him, and then goes quiet again through diligence, which is precisely the stretch where most of the value in a lower middle market exit is won or lost. We have written about why the 90 days after the letter of intent quietly eat most of a lower middle exit. Those are the ninety days that most need an experienced person in the room, and they are the ninety days when the experienced person is most likely to be pitching someone else.

What You Are Actually Buying

Ask a firm to describe its staffing and you will usually get a slide with four headshots and the word team. That is not an answer. What you want is closer to a job description for each person, with the specific work attached.

Someone has to own the financial model and rebuild it every time a buyer asks a question that changes an assumption. Someone has to write the confidential information memorandum, which is the document that decides how your company is understood by every buyer who never meets you. Someone has to run the buyer outreach, which is a hundred and fifty conversations of which a hundred and thirty go nowhere. Someone has to manage the data room and the diligence request lists, which becomes a full time job for two months. Someone has to negotiate, which is a different skill entirely and the one you are really paying for. And someone has to be reachable by you, quickly, when a buyer says something that frightens you.

Those are six distinct jobs and in a lower middle market process they are usually done by two to four people. Knowing which person holds which job before you sign tells you more about how the engagement will feel than any other piece of information available to you.

The Questions Worth Asking Before You Sign

Six questions, in writing, and the reaction to being asked is itself informative.

Who will be on the weekly call every week, by name, and will you be on it? A senior person who commits to the weekly call in writing is making a real commitment, because it is checkable. One who explains that he will be involved at key milestones is telling you he will not be on the call.

How many live sell-side mandates does each person on this team have right now, and how many will they have when mine is at its busiest? Capacity is the whole question. A vice president running two processes is attentive. The same person running six is a queue. There is no standard answer, and the number matters less than whether the firm will tell you.

What is the most junior person's role, and what will they be doing without supervision? Junior people are not the problem; unsupervised junior people writing the materials that shape how buyers see your company are. Ask who reviews the memorandum before it goes out and who reads the diligence responses before they are sent.

If the person running my deal leaves the firm in month four, what happens? Turnover in this business is high. A firm that has a real answer has thought about continuity. A firm that laughs the question off has not.

Who negotiates the letter of intent and the purchase agreement economics, and who will be on the call when a buyer tries to reprice? This is the moment you are hiring for. Get the name.

What is your response time commitment, and what happens on a weekend? The answer does not need to be heroic. It needs to exist.

Verify It Rather Than Believing It

Every one of these answers is checkable, and the mechanism is the same one that works on every other claim in a pitch. When you make reference calls, ask past clients who ran their process day to day and how often the senior partner was actually present. Ask whether the staffing they were promised is the staffing they received. Former clients answer that question candidly more often than they answer anything else, partly because it is the thing they are most likely to have felt strongly about. This is one of the highest yield uses of a call that most founders waste, which we covered in what an advisor's past clients actually reveal.

Then get the answer into the document. Most engagement letters are silent on staffing, which means the founder's understanding lives entirely in a conversation nobody wrote down. It is reasonable to ask that the engagement letter name the senior person responsible for the mandate and state that a change requires notice to the client. Firms that resist naming anyone are worth a second look, and the scope language sits alongside the other clauses that decide what you are owed, which we walk through in the anatomy of an M&A engagement letter.

Bigger Team Is Not Better Team

Founders sometimes read a large deal team as evidence of seriousness. It can equally be evidence that the firm's model requires leverage to be profitable at your deal size. A three hundred million dollar transaction supports a deep bench. A twenty five million dollar transaction does not, and a firm putting six people on it is either subsidizing you or billing you for coverage you do not need.

The inverse failure is just as real. A solo practitioner with genuine expertise and no capacity will be excellent for two months and then become the bottleneck for four, because one person cannot simultaneously manage a diligence request list of four hundred items and negotiate an equity rollover. Ask a solo advisor directly who does the process management work and what happens when two of their deals reach diligence in the same month.

The right size is the one where every job listed earlier has a name against it and no name appears against more than it can carry. That is a judgment you can make in one conversation if you ask for the detail, and one you cannot make at all if you accept the headshot slide.

The Reason This Matters More Than It Sounds

A sale process is nine to twelve months of continuous judgment calls, most of them small. Whether to answer a buyer's question in writing or on a call. Whether a request for a two week extension is routine or a signal. Whether the tone of a diligence email means the deal is drifting. Experience is what converts those signals into decisions, and experience is exactly what gets allocated away from your deal when the senior person is pitching in another city.

None of this requires suspicion of the industry. Most advisors staff their deals responsibly and most processes run fine. But the founder who asks the staffing question gets a better outcome than the founder who does not, for a simple reason: a firm that has told you in writing who will be on your calls has committed to something it can be held to, and firms behave differently when they have committed to something checkable. It costs you one email before signing, and it is the same discipline that produces a real answer about what is actually behind an advisor's buyer list rather than a slide full of logos.

Ask who. Ask how much of them. Ask what happens when they are not there. Then write down the answers and keep them, because in month seven you will want to know what you were promised.

Further Reading