Most people wouldn’t walk into a courtroom without a lawyer. Yet many approach M&A armed with little more than confidence and a spreadsheet.

The difference between a buy-side and sell-side broker is not just who they work for — it’s how they frame the entire deal.

• A sell-side broker aims to maximise value for the seller, creating competitive tension and ensuring optimal price and terms.
• A buy-side broker is tasked with sourcing, assessing, and structuring the right acquisition opportunities, ensuring buyers don’t overpay for a ticking time bomb.

In theory, the lines are clear. In practice? They often blur.

Especially in tightly networked industries like financial planning and accounting, where personal relationships and limited buyer pools are common, the question arises:

In this transaction, whose interests are truly being represented?

It’s a critical question. Misunderstanding the answer can quietly erode value, leverage, and trust.

The Sell-Side Broker: Maximising Value, Controlling the Process

For sellers, a dedicated sell-side broker delivers more than just access to buyers:

• Market reach and buyer pool depth.
• Process control and competitive tension.
• Negotiation expertise to maximise both price and terms.
• Protection of confidentiality and sensitive information.

Perhaps most critically, a good sell-side broker designs the process to create genuine choice for the seller. Multiple, well-matched buyers drive price discovery and improve post-sale outcomes.

And here’s the sharp distinction:

A buy-side broker brings you one buyer. A sell-side broker brings you the market.

The difference isn’t just volume — it’s leverage, competition, and ultimately, control of your outcome.

It’s not just about price.
A structured sell-side process helps sellers maintain control of the narrative, set timelines, and manage risks — especially in earn-out structures and post-sale commitments.

Without this, sellers risk being led by buyer agendas and falling into deals that suit the acquirer’s strategy, not their own.

The Buy-Side Broker: Quiet Advantage for the Acquirer

Buyers are increasingly sophisticated. Many now engage dedicated buy-side brokers to proactively source opportunities and tilt the playing field in their favour.

A buy-side broker does more than react to listings:

• They identify off-market deals before they hit the open market.
• They apply rigorous due diligence — not just financial, but cultural and operational.
• They bring structure and objectivity to negotiations, avoiding emotional decision-making.
• A skilled buy-side broker doesn’t just chase deals — they plan for what happens after settlement, helping ensure integration and client retention aren’t left to chance.

Off-market opportunities in particular are prized. Many of the best acquisitions are never publicly marketed, and a skilled buy-side broker can quietly unlock these hidden gems.

The danger for sellers? If they mistake buy-side brokers for neutral parties — or worse, as “friendly advisers” — they may unintentionally surrender negotiation control and expose sensitive information too early.

Where Confusion Happens: Blurred Lines in Real Deals

In the Australian market, where buyer pools are often tight and brokers are deeply networked, these lines between roles frequently blur:

• Brokers may have existing relationships with both buyers and sellers, creating perceived conflicts.
• Introductions are sometimes positioned as neutral matchmaking, when in fact the broker is on a buyer mandate.
• Sellers, without formal representation, may unwittingly find themselves in a buyer-led process.

   

These scenarios are not hypothetical — they happen regularly. They are not necessarily unethical — but they carry significant risks if the seller is unaware of the broker’s true alignment.

Growth Focus Insight: Always Know Who’s Advancing Your Interests

At Growth Focus, our role is clear: we act as a dedicated sell-side adviser.

This means:

• We run structured processes designed for the seller’s advantage.
• We build competitive tension by engaging multiple pre-qualified buyers.
• We insulate our sellers from premature disclosure and leverage erosion.
• We ensure sellers control the flow of information, the timeline, and the deal framing.

Of course, we have deep relationships with buyers — that’s part of our value. But our loyalty is to the seller’s objectives, not to buyer convenience.

And when we act for buyers (which is rare and always explicitly mandated), it is as a separate, dedicated buy-side instruction — never both in the same transaction.

Clarity matters.
It protects sellers from unconscious bias in the process and ensures their interests remain front and centre.

The Cost of Unclear Representation

When sellers unknowingly engage with brokers advancing buyer interests, they risk:

• Leaking competitive intelligence before price or terms are set.
• Missing out on better-fitting, higher-value buyers.
• Accepting deal structures that disadvantage them over time (long earn-outs, aggressive clawbacks).
  Being led into premature exclusivity, cutting off competition.

Deal fatigue is real.
Without clear leadership and structured process, negotiations drag on, energy fades, and leverage quietly slips away.

In short: unclear representation costs time, value, and opportunity.

Deeper Considerations: Strategy Over Labels

Ultimately, the decision isn’t just about choosing a buy-side or sell-side broker — it’s about choosing a strategy that aligns with your goals.

• If you’re a financial planning firm or accounting practice looking to scale via acquisition, a buy-side broker provides a structured, proactive approach.
• If you’re an owner looking to exit at maximum value, a sell-side broker ensures your business is positioned optimally for competitive bidding.

   

The best M&A brokers, regardless of mandate, think beyond labels.

They focus on long-term business value creation.
Whether it’s structuring a transaction to retain key clients, ensuring smooth integration, or aligning deal incentives with real-world outcomes, the right broker doesn’t just close deals — they ensure deals work.

Closing Reflection: In M&A, Clarity is Leverage

Whether you’re a buyer or a seller, knowing who sits in your corner isn’t just a technicality — it’s a source of power.

For sellers especially, clarity around broker representation ensures:

• Process control
• Negotiation strength
• Confidentiality protection
• Stronger, cleaner, more valuable outcomes

   

Before you engage, ask directly:

Whose side are they really on?

👉 Planning to sell? Growth Focus is your dedicated sell-side advisor, protecting your interests from start to finish. Contact us today to understand how we can help you control the process, protect your value, and close the right deal.