Can You Negotiate M&A Advisor Fees?

Fees are usually negotiable at the margins. But negotiating the wrong things can cost you more than you save.

What's often flexible

• Whether the work fee is credited against the success fee
• The exact success fee percentage on larger deals
• The tail period (how long after termination the advisor still earns a fee on a resulting deal)
• Minimum success fees, which matter a lot if the deal comes in lower than expected

What's usually not

The overall fee structure. Almost every reputable advisor works on some version of work fee + success fee. Asking for 'pure success' typically means the advisor won't invest the same energy in preparation — and the process suffers.

The trap to avoid

Picking the cheapest advisor. On a $10M sale, a 1% difference in fee is $100K. A 10% difference in outcome is $1M. Negotiate hard on scope, chemistry, and the process — the fee should be the last discussion, not the first.

How to negotiate well

Get two or three proposals. Compare them line by line. Ask each advisor to explain the reasoning for their fee structure. Then, if you have real interest from multiple parties, tell them so — advisors are used to competing for engagements.