Why You Still Need Representation—Even with a Buyer and LOI in Hand

At first glance, it might seem like the hard part is over: you’ve found a buyer, and a Letter of Intent (LOI) is on the table. So why bring in professional representation now?

Because the LOI isn’t the end—it’s the start of the deal’s most complex and high-stakes phase.

If you're asking yourself whether you still need an M&A advisor after LOI, here's why the answer is a clear yes:

1. The LOI Is Not the Finish Line—It’s the Starting Gun An LOI expresses intent, not obligation. From here, the process moves into financial due diligence, negotiation of definitive agreements, working capital targets, tax structuring, and dozens of other details that can dramatically shift your deal’s final terms. Expert representation ensures you’re not giving up more than you realize in the fine print.

2. You Need a Skilled Negotiator in Your Corner Even with a “friendly” buyer, this is a business transaction. That buyer is likely represented by professionals tasked with getting the best terms possible for them. You deserve the same. A strong advisor protects your interests, prevents deal fatigue, and often preserves (or adds) more value than their fee.

3. It’s Not Just About Price—It’s About Terms Sellers often fixate on the sale price, but seasoned M&A advisors know that deal structure matters just as much, if not more. Elements like earnouts, holdbacks, reps and warranties, and post-sale obligations all shape the true value and risk of your deal.

4. Avoid Costly Mistakes During Due Diligence Going it alone may seem cost-effective, but one wrong assumption, overlooked clause, or mishandled diligence request can cost far more than any advisor fee. Professional representation brings clarity, negotiation strategy, and emotional distance—all crucial at this stage.

5. Close With Confidence Representation adds structure, credibility, and professionalism to the transaction—something serious buyers respect. Just as important, it gives you peace of mind knowing someone is covering every angle and guiding you to a successful close.

   
   

Bottom Line?

If you’ve made it this far, don’t risk everything by going it alone now. An M&A advisor isn’t just for finding a buyer—they’re critical for getting the best outcome from your chosen one.