Questions to Ask a Business Broker Before Signing

Before signing with a business broker or M&A advisor, ask questions that expose alignment, buyer quality, confidentiality, and fee risk. The right advisor should be able to answer plainly before you grant exclusivity or share sensitive company information.

Lyndon Advisory starts with a confidential fit review, not a listing agreement.

The Checklist

Area	Question to ask	Good answer sounds like
Process lead	Who personally runs the mandate?	Named senior person, not only junior support
Buyer strategy	Which buyer types are realistic?	Specific strategic, PE, family office, or direct buyer logic
Buyer qualification	How are buyers screened?	Financing, decision-maker, acquisition history, rationale, timeline
Confidentiality	Will the company be listed publicly?	Blind teaser, NDA, staged disclosure, owner approval
Fees	What do I pay if nothing closes?	Nothing, or tightly limited/credited retainer
Tail	Which buyers are covered after termination?	Named buyers with substantive contact only
Exclusivity	How long am I locked in?	Limited period with termination rights
Fit	What if my business is too small or not ready?	Advisor says so and suggests a realistic alternative

The SBA business valuation guide is a useful pre-meeting reference because brokers and advisors should be able to explain how financial condition, assets, and market evidence affect likely value.

Fee and Retainer Questions

Ask these before signing:

1. Is there a retainer, listing fee, monthly fee, minimum fee, or expense recharge?
2. Is any retainer credited against the success fee?
3. Is the success fee calculated on enterprise value or equity value?
4. Is the success fee capped?
5. Is the fee payable only at closing?
6. What happens if a buyer signs an LOI but never closes?
7. What tail clause applies after termination?

Axial’s 2025-2026 M&A fee guide shows that lower-middle-market advisory economics vary widely across retainers, success fees, minimums, and Lehman-style formulas. A percentage alone is not enough information.

Buyer and Confidentiality Questions

Ask:

• Will you post my company on a marketplace?
• Will I approve buyers before they receive the teaser?
• When is the company name disclosed?
• What must a buyer prove before seeing financials?
• Will direct competitors receive customer, pricing, employee, or margin data?
• Who controls access to the data room?
• How often will I see buyer feedback?

IBBA and M&A Source’s Q1 2026 Market Pulse reported that most deals above US$5 million attracted multiple offers. If your business is in that range, ask how the advisor creates credible alternatives rather than waiting for inbound interest.

Lyndon’s Answers

Question	Lyndon answer
Do you charge a retainer?	No.
Do you charge expenses?	No expense recharges.
What is the success fee?	2% of enterprise value, capped at US$300,000.
When is the fee payable?	Only when a transaction closes.
Will you list the company publicly?	No. We use targeted buyer mapping and staged disclosure.
Will buyers be contacted without approval?	No. Owner approval comes before outreach.
What if Lyndon is not the right route?	We will say so and identify broker, direct buyer, asset sale, or preparation work if more realistic.

“The best broker or advisor interview is not about charm. It is about whether the advisor can explain buyer reach, fee alignment, confidentiality mechanics, and what happens if the market does not respond.”
— Daniel Bae, Founder & CEO, Lyndon Advisory

Practical Next Step

Situation	Next step
You have an advisor proposal	Submit a confidential fit review
You are comparing fees	Use Lyndon’s fee calculator
You want Lyndon’s fee model	Review Lyndon fees
You want the broker/advisor comparison	Read M&A Advisor vs Business Broker

For specific broker concerns, also see Business Broker Exclusive Listing Agreement, Business Broker Bringing Unqualified Buyers, Should I List My Business for Sale Online?, and How to Know If a Business Broker Is Good.

For advisor-alignment concerns, review Business Broker Overvalued My Business, Business Broker Does Not Understand My Industry, Business Broker Confidentiality Breach, Business Broker Pressuring You to Accept an Offer, and Business Broker Conflict of Interest.

For the full preparation path, read Lyndon’s selling a business guide.