M&A corporate advisory is the work done for a company that acquires, as distinct from the owner-side sale mandates that dominate the language of the market. The client is a corporate development function or a board, the engagement is frequently ongoing rather than transactional, and the fee shape reflects both. This page sets out the three ways it differs from advising a seller and what a corporate client should ask for.
The client already knows the sector
An owner selling is a first-time seller; a corporate acquirer often knows the targets better than the adviser does. That inverts what the adviser adds: not sector knowledge but process, access to owners who will not take a call from a competitor, and a view of what things are worth that the client cannot form alone.
Nothing forces a decision
There is no auction and no timetable, so a corporate advisory relationship can run for years across several approaches, most of which come to nothing. That is normal and it looks like failure to a board that has only seen sale processes, which makes setting the expectation before the engagement most of the work.
The fee is a retainer with an event on the end
On this site's worked example a $12,500 monthly retainer is $112,500 over nine months, and a corporate engagement can run considerably longer. Where the success fee sits, and on what, is the negotiation: an acquirer paying a percentage of what it spends is paying more for a worse deal, which is worth structuring around.
What a corporate client should insist on
An agreed target list including exclusions, a written monthly account of approaches and responses, and a review point with a real decision at it. Without those a corporate advisory retainer continues by default, which is the failure mode of every mandate without an external clock.
Questions people ask about m&a corporate advisory
Who is the client in corporate advisory?
A company that acquires, usually its corporate development function or its board, rather than an owner who is selling.
What does the adviser add if the client knows the sector?
Process, access to owners who would not take a call from a competitor, and an independent view of value.
How should the fee be structured?
Carefully. An acquirer paying a percentage of what it spends is paying more for a worse deal, so the event fee needs thought.