For many founder-led business owners, the first serious M&A conversation begins before a formal decision to sell. It may start with an inbound buyer inquiry, a succession planning question, a desire to take chips off the table, or the realization that the company may need a strategic or financial partner for its next stage of growth.

Why M&A Advisory Services Matter in 2026

The 2026 M&A market remains active.  PwC’s 2026 mid-year outlook indicates that global M&A value is on track to reach approximately $4 trillion.  According to Deloitte, 90% of private equity respondents and 80% of corporate respondents expected an increased number of deals in 2026. Similarly, 87% of private equity respondents and 81% of corporate respondents expected aggregate deal value to increase.

For founder-led businesses, this means the market is favorable, but preparation is still critical. A well-structured M&A process helps owners get ready before going to market, respond strategically to inbound interest, and avoid entering exclusivity before fully understanding the key terms.

Below are 10 things founder-led business owners should know about M&A advisory services in 2026.

1. Founder-Led Businesses Require Specialized M&A Advisory Services

Founder-led businesses often have qualities buyers value: entrepreneurial culture, customer loyalty, specialized expertise, long-standing relationships, and a clear company identity. However, those same qualities can also raise buyer questions.

Potential buyers may ask:

• How dependent is the business on the founder?
• Can customer relationships transfer smoothly after closing?
• Is there a management team capable of operating the business independently?
• Are systems, reporting, and processes institutionalized?
• Will the founder remain involved after the transaction?
• How much growth depends on the founder’s personal relationships?

These questions do not necessarily reduce value, but they must be addressed thoughtfully. Experienced M&A firms help position founder-led companies by explaining not only what the business has achieved, but also how it can continue to grow under new ownership.

In many founder-led transactions, the key issue is whether the process gives the founder enough leverage, buyer options, and deal certainty to make an informed decision.

2. M&A Advisory Services Help Founders Understand What the Business May Be Worth

One of the first questions most founders ask is: “What is my business worth?”

A qualified M&A advisor helps answer that question with market-based analysis rather than guesswork. Valuation support may include reviewing historical financial performance, adjusted EBITDA, revenue trends, gross margins, customer concentration, management depth, industry outlook, comparable transactions, and potential buyer synergies.

For founder-led businesses, valuation is not only about last year’s earnings. Buyers also evaluate whether the business is transferable, scalable, defensible, and capable of performing after the founder steps back.

Important valuation factors may include:

• Revenue growth and quality of revenue
• Adjusted EBITDA and margin trends
• Recurring or repeat customer revenue
• Customer concentration
• Supplier concentration
• Management team strength
• Sales pipeline visibility
• Industry growth prospects
• Intellectual property or proprietary processes
• Founder dependency
• Financial reporting quality
• Potential strategic buyer synergies

For example, two companies with similar EBITDA may receive different valuations if one has recurring revenue, lower customer concentration, stronger second-level management, and cleaner financial reporting.

A founder may think about value based on years of effort and personal commitment. Buyers typically think about value based on risk, future cash flow, growth potential, and strategic fit. Strong M&A advisory services help bridge that gap.

3. Preparation Before Buyer Outreach Can Improve the Sale Process

Many founders wait until they are ready to sell before preparing the business for buyer review. In practice, preparation before buyer outreach can materially improve the quality of the M&A process.

Before approaching buyers, an advisor may help the founder organize financial statements, normalize earnings, prepare add-back schedules, identify diligence issues, review customer data, develop growth narratives, and prepare confidential marketing materials.

This preparation often includes a confidential information memorandum, or CIM, that explains the company’s history, operations, financial performance, market position, customer base, management team, and growth opportunities.

For founder-led businesses, preparation should also address transition planning. Buyers will want to understand what happens after closing. For example:

• Will the founder remain with the company for a transition period?
• Is the second-level management team ready for more responsibility?
• Are key customer relationships held by the founder or by the broader organization?
• Are operating procedures documented?
• Are financial reports and KPIs buyer-ready?

Preparation gives buyers confidence. It also helps the founder avoid answering difficult questions for the first time during diligence, when leverage may already be shifting toward the buyer.

4. A Strong M&A Advisor Helps Position the Company’s Story

A founder knows the company better than anyone. However, the founder’s story still needs to be translated into a format that buyers, lenders, investors, and acquisition committees can evaluate.

This is where M&A advisory services become especially important. A strong advisor helps convert the founder’s knowledge into a clear investment thesis.

That may include explaining:

• Why the company has grown
• What makes the business defensible
• Why customers choose the company
• How the business compares to competitors
• Where future growth may come from
• Why the company is attractive to strategic or financial buyers
• How the business can succeed beyond the founder

For example, a founder may say, “Our customers trust us because we have been in the industry for 30 years.” An advisor may help translate that into a buyer-focused message: “The company benefits from long-standing customer relationships, high repeat business, and a reputation for technical expertise in a specialized market.”

That distinction matters. Buyers assess not only past performance, but also the future.

5. Buyer Outreach Should Be Targeted, Confidential, and Competitive

The best buyer is not always the buyer with the highest initial indication of value. Founder-led business owners may also care about certainty of closing, employee treatment, cultural fit, strategic rationale, financing capability, and the founder’s post-closing role.

This is especially important when a founder has already received inbound interest. A single buyer may be serious, but a single conversation does not establish market value. Without a broader process, the founder may not know whether other buyers would value the business more highly, offer better terms, or provide greater certainty.

An experienced advisor may identify several categories of potential buyers, including:

• Strategic acquirers
• Competitors
• Suppliers or customers
• Private equity firms
• Private equity portfolio companies
• Family offices
• Independent sponsors
• Search funds
• International buyers

Experienced M&A firms help founder-led businesses reach a broader universe of qualified buyers while maintaining control over confidentiality, messaging, and timing.

6. Confidentiality Is Central to Protecting the Business

Confidentiality is one of the most important concerns in founder-led M&A.

If employees, customers, competitors, suppliers, or lenders learn about a potential transaction too early, it can create confusion and risk. Even a well-intentioned buyer inquiry can become disruptive if it is not managed carefully.

M&A advisory services often include confidentiality protections such as:

• Anonymous teaser materials
• Non-disclosure agreements
• Controlled buyer lists
• Staged information sharing
• Secure data rooms
• Process letters
• Limited access to sensitive customer or employee information
• Careful timing around management meetings and site visits

For founders, confidentiality protects employees, customer relationships, competitive position, and negotiating leverage. A founder should understand exactly how an advisor will protect sensitive information before any buyer outreach begins.

7. Deal Structure Can Matter as Much as Purchase Price

Founders often focus on valuation. However, deal structure can materially affect actual economics, risk, tax impact, and post-closing obligations.

Two offers with similar purchase prices can produce very different outcomes. Important deal structure considerations may include:

• Cash paid at closing
• Seller financing
• Earnouts
• Equity rollover
• Working capital adjustments
• Escrows and holdbacks
• Asset sale versus stock sale
• Employment or consulting agreements
• Non-compete provisions
• Transition support
• Tax considerations

For example, a founder may receive one offer at a higher valuation with a significant earnout and another offer at a slightly lower valuation with more cash paid at closing. The higher headline price may not be the better offer if the earnout depends on aggressive future performance targets outside the founder’s control.

Working capital can also materially affect proceeds. A buyer may agree to a purchase price but later negotiate a working capital target that reduces cash received at closing. Similarly, escrow, indemnity, rollover equity, and financing conditions can change the real risk profile of a transaction.

An M&A advisor helps compare offers based on total value, certainty, timing, structure, contingencies, and post-closing obligations. Legal and tax advisors should also be involved before a founder agrees to final transaction terms.

8. Founders Should Be Careful Before Signing an LOI

The letter of intent, or LOI, is one of the most important stages in a sale process.

An LOI may appear preliminary, but it often sets the economic and procedural framework for the rest of the transaction. Once a founder signs an LOI and grants exclusivity, leverage often shifts toward the buyer. At that point, the seller may be limited in the ability to speak with other buyers while the selected buyer completes diligence, arranges financing, and negotiates definitive agreements.

Before signing an LOI, founders should understand:

• Purchase price and form of consideration
• Cash at closing
• Earnout terms
• Rollover equity requirements
• Working capital expectations
• Escrow or holdback requirements
• Exclusivity period
• Financing conditions
• Key diligence conditions
• Expected closing timeline
• Post-closing employment or consulting obligations
• Non-compete and restrictive covenant expectations

A strong M&A advisor helps founders evaluate not only whether the headline offer is attractive, but also whether the LOI terms preserve leverage and reduce the risk of retrading later in the process.

9. Founders Should Understand the Difference Between M&A Firms, Business Brokers, and Acquisition Consultants

Business brokers can be appropriate for smaller, owner-operated businesses where the buyer universe is more local and the transaction process is less complex.

Acquisition consultants may help buyers identify acquisition targets or develop buy-side growth strategies.

M&A firms and investment banks typically advise on more complex middle-market transactions that may involve valuation analysis, confidential buyer outreach, competitive process management, negotiation, due diligence coordination, and deal structuring.

For founder-led middle-market businesses, the right advisor often depends on transaction size, business complexity, buyer universe, confidentiality needs, and owner objectives.

When evaluating M&A advisory services, founders should ask:

• Does the advisor have experience with middle-market business sales?
• Has the advisor worked with founder-led or entrepreneur-owned businesses?
• How will the advisor estimate valuation?
• How will the advisor identify potential buyers?
• How will confidentiality be protected?
• Who will actually manage the transaction day to day?
• How will buyer communications be handled?
• How will competing offers be compared?
• What transaction experience does the advisor bring to negotiations?

The goal is to hire an advisor who understands the founder’s business, timeline, concerns, and desired outcome.

10. The Right Advisor Helps Founders Avoid M&A Mistakes

Many founders only sell a business once. Buyers, especially private equity firms and experienced strategic acquirers, may evaluate acquisitions regularly. That experience gap can create risk.

Common mistakes founders should avoid include:

• Speaking with only one buyer without testing broader market interest
• Sharing confidential information too early
• Going to market before financial information is prepared
• Accepting a valuation indication without understanding structure
• Focusing only on the multiple instead of net proceeds
• Underestimating due diligence
• Overlooking customer concentration or management succession issues
• Failing to prepare for working capital negotiations
• Signing an LOI before understanding exclusivity and contingencies
• Waiting too long to plan for ownership transition
• Choosing an advisor based only on fees

A strong M&A advisor helps founders anticipate issues before they become costly. The advisor’s role is not only to market the company, but also to manage the process, protect leverage, evaluate buyers, and help the founder make informed decisions.

In many cases, the quality of the process can affect the quality of the outcome.

Considering a Sale?

A business owner does not need to be ready to sell tomorrow before speaking with an M&A advisor. In fact, early guidance can be valuable. If you are evaluating inbound buyer interest, considering a sale, or planning for a future ownership transition, we would welcome the opportunity to discuss valuation, buyer appetite, timing, and potential transaction alternatives.

Request a Session >>

Murfreesboro, TN — April 14, 2026 — What does it actually take to close a deal? That question is driving a new collaboration between Versailles Group CEO Donald Grava and Middle Tennessee State University (MTSU), aimed at closing the gap between academic finance training and the realities of mergers and acquisitions dealmaking.

In partnership with Professor Frank Michello, Grava helped launch an immersive set of video modules filmed on MTSU’s campus, called the “Meet an Expert” series. The series features a structured, interview-style format, with Michello and Grava engaging in in-depth Q&A discussions that explore real-world mergers and acquisitions practice. Designed as a supplement to MTSU’s M&A curriculum, the videos provide students with firsthand insight into the complexities of dealmaking, from valuation and negotiation to navigating uncertainty in live transactions. Rather than relying solely on textbook theory, the series puts students face-to-face with the realities of the field: how deals evolve, where they break, and what it takes to get them across the finish line.

Middle-market deals account for a substantial share of U.S. M&A activity, often involving founder-owned businesses and requiring more tailored structuring and negotiation than larger transactions. These deals tend to be less standardized and more sensitive to market volatility, increasing the premium on advisor judgment and execution experience.

Grava, who has led Versailles Group for more than four decades, brings extensive transaction experience to the series. Versailles Group is a middle-market investment bank specializing in M&A advisory. Known for his practical and candid approach, Grava has long been committed to mentoring the next generation of finance professionals.

In addition to this collaboration with MTSU, Grava has been a frequent guest speaker at universities including Bentley University and the University of Tampa, where he shares industry insights and career guidance with students pursuing finance and investment banking.

“The M&A process is inherently nuanced,” said Grava. “Beyond the financial analysis, success depends on judgment, timing, and the ability to manage complexity. Giving students visibility into those elements helps prepare them for the realities of the profession.”

The “Meet an Expert” series will be incorporated into MTSU’s M&A coursework beginning this summer and potentially made available as an ongoing educational resource, providing students with continued access to industry perspectives that complement their academic training.

The initiative underscores both MTSU’s commitment to career-ready education and Versailles Group’s ongoing investment in developing future leaders in finance by combining academic rigor with practitioner insight.

About Versailles Group, Ltd.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

Speak Confidentially with Versailles Group

If you are considering selling or acquiring a company, we welcome the opportunity to discuss your objectives and offer a clear perspective on your options.

Request a Session >>

Under multiple stimuli, M&A activity in 2017 is off to an exceptionally strong start.  In fact, January’s M&A activity was the highest since 2000.  Almost 4,700 individual transactions were announced.

In 2016, there were 96,665 M&A transactions closed with an aggregate value of US$4,734 billion.  In terms of deal value, 2016 was the third best year since 2007, significantly higher than any other year and only slightly surpassed by 2014, the second best year when US$4,802 billion of transactions were completed.  That being said, 2016’s M&A activity was definitely lower than 2015's.

In 2016, the US once again topped the rankings by both volume and value.  Specifically in terms of deal value, US$1,617 billion of transactions were closed during the year.  Some of this activity can be attributed to the burst of mega deals led by Time Warner’s US$109 billion acquisition by AT&T, which was the largest transaction in the US, the second largest M&A deal globally, and one of the only two global deals worth over US$100 billion during the year.

Following the US’s leading position, China was second with a value of US$789 billion. The largest deal by value involving Chinese targets was the transaction between China National Petroleum Corporation and Jinan Diesel Engine in a reverse takeover worth US$11 billion in December.  Chinese companies completed ten of the top 20 deals in Asia-Pacific in 2016.

The UK was third with US$420 billion of transactions. The largest deal by value in the UK involved Anheuser-Busch InBev’s US$124 billion acquisition of SABMiller, which was also the largest globally.

With strong M&A performance in the US, China, the UK, and other countries, combined with an environment that is conducive to M&A, sellers or buyers should have the confidence to embark on a transaction in 2017.

Candidly, now is the best time to make plans to complete a transaction in 2017.  Sellers should act before buyers/investors’ investment plans and funds have been devoted to other transactions.  Buyers should take advantage by identifying the highest quality targets and moving on them quickly to avoid competitive bidding situations.

Speak Confidentially with Versailles Group

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987. If you are considering selling or acquiring a company, we welcome the opportunity to discuss your objectives and offer a clear perspective on your options.

Request a Session >>

M&A activity was very strong in Q1; in fact, the M&A market this past quarter was more active than any quarter in the last several years. April and May continued this trend with a high level of activity in terms of both deal value and the number of transactions.

This heightened activity is driving multiples up as depicted in the chart below, which shows the percentage increase in TEV/Revenue multiples by industry from the last 12 months to the last 90 days.

Why do deal multiples matter? If you’re a seller, you’ll receive more value for your company. If you’re a buyer, you’ll end up paying more. Therefore, it’s an opportune time for sellers to put their company on the market. Similarly, buyers should consider a transaction before the multiples increase further.

M&A activity in the first quarter of 2014 was quite strong. The value of transactions announced in the first quarter exceeded both 2012's and 2013’s first quarters. The value of announced transactions in the first quarter of 2014 also exceeded that of the last quarter of 2013, which is very dramatic as the fourth quarter is usually the busiest quarter of the year for M&A.

They say that April showers bring May flowers. M&A is similar! Devising a strategy and working hard to ensure the proper execution always results in a superior transaction. 

Versailles Group's one of the key ingredients is careful thought to ensure that the strategy and tactics will achieve the desired result.

With regard to building shareholder value, business owners and companies frequently ask themselves:

Is this the best time to sell my company or a part of my company?

Is this the best time to buy a company or part of a company?

The charts below demonstrate from both a value perspective and the number of M&A transactions announced that now is the time to pursue these strategies.

The dramatic run-up of both deal value and number of transactions announced in Q1 2014 versus Q1 2013 is very evident, despite the fact there are still 15 working days left in March.

Versailles Group is pleased to announce that Photon Technology International Inc., an electro-optical systems and components manufacturer with offices in the U.S., Canada, the U.K., and Germany, has been sold to Horiba Ltd., a world leader in analytical and measurement systems that is headquartered in Kyoto, Japan. Versailles Group represented Photon Technology International.

The text of the Press Release is listed below for your convenience.

BOSTON, Feb. 12, 2014 -- Versailles Group, Ltd. (www.versaillesgroup.com) announced today that Photon Technology International Inc. (www.pti-nj.com), with operations in the U.S., Canada, Germany, and the U.K., has been acquired by Horiba Ltd. (www.horiba.com) (TSE:6856). Versailles Group acted as exclusive financial advisor to Photon Technology International Inc. Terms were not disclosed. The transaction closed on Feb. 10.

Versailles Group, a Boston-based investment bank that specializes in international mergers, acquisitions, and divestitures, advised Photon Technology International Inc.'s shareholders on the transaction. Versailles Group works with companies in the U.S., Europe, Canada, Asia, and South America.

Founded in 1983, Photon Technology International Inc. ("PTI") is a leader in electro-optical systems and components technology. The company's light-based systems are used in laboratories for research, healthcare, industrial processes, quality control, biomedical, environmental science, and many other applications. PTI pioneered a line of proprietary and / or patented optical building blocks which form the basis of all light-based instrumentation. The company sells these building blocks as standalone units and uses these building blocks to develop its open architecture fluorescence systems. PTI is the world leader in microscopy-based fluorometers, especially for ion imaging, in part due to a long-standing research and development collaboration with a prestigious laboratory in the Faculty of Medicine and Dentistry of the University of Western Ontario in Ontario, Canada.

"The acquisition of PTI fulfilled the primary shareholders' desire for a liquidity event. It also provides a path for the majority owner to retire in the next few years," said Donald Grava, Versailles Group's founder and president. By utilizing Versailles Group's worldwide approach to finding the right buyer, PTI was sold to Japan-based Horiba. This will enable PTI the ability to sell its products via Horiba's worldwide sales organization. Furthermore, it provides Horiba access to PTI's fluorescence spectroscopy products and PTI's low-cost production capabilities in Canada.

Headquartered in Kyoto, Japan, Horiba Ltd. is the world leader in analytical and measurement systems in the fields of engine emissions, scientific analysis, industrial and process control, environment monitoring, semiconductor process control, healthcare, and biotechnology. Founded in 1945, Horiba is a global company that has offices in Asia, Europe, North America, and South America. The company is publicly traded on the Tokyo Stock Exchange and has annual revenues of approximately ¥118 billion.

There are many misconceptions about international mergers, acquisitions, and divestitures. The five biggest myths are:

That cross-border transactions are not worth the effort.

Cross-border transactions can be very productive and profitable whether you’re on the buy or sell side – depending on the opportunity. Many companies like to expand into new markets and do well; for example, Illinois Tool Works, the multi-billion dollar US company, has made over 30 acquisitions in Brazil alone. Obviously, they have the vision and resources to complete these deals and would have stopped long ago if they were unprofitable.

That foreign buyers always pay more when acquiring a company.

Foreign buyers sometimes pay more for an acquisition in a different country to buy their way into a market. But that’s not always the case. Many foreign buyers are careful buyers and only pay for value.

That cross-border transactions will take an impossibly long time.

Cross-border transactions can take extra time, as sometimes due diligence will be slowed down by the need to translate documents, to obtain the necessary approvals, understand local customs, etc. However, for an organized buyer, these extra steps only add a modest amount of time, not the unreasonably long time that many envision.

That foreign buyers or sellers are impossible to work with.

Many people believe that foreign buyers or sellers are difficult to work with. There is absolutely no truth to that. People are people, and that’s the same around the world. The percentage of people who are difficult to work with is probably the same in every country. That’s a simple fact of life. And, many foreigners doing international mergers and acquisitions are actually a pleasure to work with.

That foreign sellers always try to cheat the buyers.

Foreign sellers, despite some beliefs to the contrary, are not out to cheat the buyers of their companies. Many countries use different accounting conventions, which do not mean the accounting data has been “cooked.” Frequently, buyers think that whatever is happening in the transaction is directed towards them. Most of the time, it’s just that the buyer doesn’t understand the local customs.

As with any transaction, foreign or domestic, the key to success is thorough due diligence.

Acquiring a software company is much like acquiring any company in that thorough due diligence needs to be conducted. That being said, there are five factors that are critical when examining a software company for acquisition.

M&A Software Transaction: 5 Questions to Ask

(1) Can the seller prove ownership of the source code? It’s important for the buyer to know that the source code is owned or was created by the seller.

(2) Will the software programmers that created the code stay with the company post acquisition? This is important, particularly with complex software programs as it’s difficult for outsiders to understand the architecture and features.

(3) Many times, sellers will offer their key employees, especially software programmers stay bonuses that match whatever time period the buyer is requesting. While that’s fine, many buyers have been quite surprised that after the magical time period that a majority of the employees leave. Therefore, it’s important for the buyer to know that any employee that has been offered a stay bonus may quit as soon as the time period is fulfilled. Such key employees may need additional incentives to stay beyond that bonus period. The best way to cover this is via a rep and warranty in the Definitive Agreement that reveals if stay bonuses are being paid and to whom.

(4) In any business, customers are critical as they provide the cash flow. The important question is how committed are they to the business being sold. If the customers are running important software programs and are worried that the new buyer won’t support them adequately, there might be a huge risk of them switching to another vendor.

(5) Another important point is to make sure that software license sales prior to closing don’t contain future obligations of updates or to maintain such software. That could be a very expensive obligation for a buyer.