Blog · Published 2026-11-05
Buying a business: what the adviser charges the seller and what it means for you as the buyer.
Short answer
Most M&A advisers mainly act for sellers (64% in the Firmex Europe and Global reports, 68% in the DACH report) and are paid by them: a work fee while the sale is prepared and run, and a success fee when it completes. The buyer usually pays none of it. But the structure sets the adviser's incentives, and those shape the process you will meet: the adviser is paid mainly when a deal closes, so it spends its time on buyers it believes can close. That last step is our reading of the fee structure, not a finding of the survey.
Who pays whom
In the process you will see as a buyer, the seller hires the adviser, the seller signs the engagement letter and the seller pays. The Firmex reports describe the usual letter as a work fee while the adviser works (often $5,000 to $10,000 a month) plus a success fee payable at closing, with the client also reimbursing travel and, in most regions, the virtual data room. The full numbers are in what M&A advisers charge in 2024/25.
Source for every figure on this page: Firmex M&A Fee Guide 2024/25 (Europe, Global and DACH reports, published with DEALCIRCLE; the publisher is Firmex). Amounts are in US dollars as the reports give them. The reports summarize an adviser survey (456 responses worldwide, 289 from Europe, 202 from the DACH region, collected in December 2024 and January 2025). They describe what advisers say they charge, not a quote for your deal.
How the fee structure shapes the process
| What the report says | What it can mean for you |
|---|---|
| Advisers earn the bulk of their revenue from success fees tied to the value of a completed transaction. | Our reading: the adviser's income depends on a deal closing, so a buyer who may not close is a cost to it, not an asset. |
| The most common work fee structure is a monthly fee. The reasons given include covering costs and checking the seller is serious. | The seller is paying while the process runs. A slow, stop-start buyer is paying-by-the-month risk for the seller, which the adviser knows. |
| Many advisers use milestone fees: engagement start, marketing materials, indications of interest, letter of intent, closing. | The process moves in stages. Reaching the next stage, with a clean letter of intent, is what the adviser is working toward. |
| Success fee: the full amount is due at closing for 51% of European advisers, even if the seller is paid later. 44% in Europe tie it to when the seller actually receives each part of the price. | If you propose seller financing or an earnout, the adviser's own payment may be affected. Expect questions on timing, and have your financing explained in a line. |
| 35% of European advisers charge a break-up fee if the client rejects an offer that met its initial request. | Our reading: an offer that matches the seller's stated terms is treated as serious. A vague or conditional offer carries less weight. |
| Most advisers include a minimum success fee (more than three-quarters in Europe and DACH). | Our reading: on a small deal the minimum is what makes the work worth doing, so the deal needs to complete. |
Why advisers favour buyers who can close
Put the table together and a pattern appears. The adviser is paid the large part of its fee only at closing, the seller is paying work fees while it waits, and many advisers write protections for the case where an acceptable offer is not taken. That is a structure that rewards completed deals and penalises process that drags. From the adviser's side, a good buyer is one that can show financing, has a clear profile, answers quickly and keeps to the process. Nothing in the Firmex data says advisers rank buyers; this is the logical consequence of how they are paid, and you can check it against any adviser you deal with.
The reports also show how much the market has slowed. They describe deals taking longer to close and advisers having little pricing power in 2024. In a slow market the adviser has more to lose from a buyer who delays.
If you hire a buy-side adviser
The reports include advisers who mainly serve buyers: 19% of the European respondents and 14% of the DACH ones, and 17% globally. Among them, 29% in Europe, 20% globally and 24% in the DACH region charge no success fee at all, and the share reporting more pressure from clients to cut fees was 31% in Europe, 32% globally and 36% in the DACH region. If you hire one, ask for the structure in writing: work fee, success fee, minimum, what is credited against what, and who pays expenses.
What to do with this as a buyer
- Get your profile ready before you ask for a CIM (Confidential Information Memorandum): financing in one line, focus in one sentence, how fast you can move. The free buyer deal-readiness one-pager builds that page in your browser, and nothing leaves it.
- Do not treat the adviser as an obstacle to route around. Its fee depends on a process that completes with the seller's agreement, and going around it tends to end your place in that process.
- Read the CIM before you ask questions, so that your questions are not ones the document already answers; see the CIM review template.
- If you propose seller financing or an earnout, expect the adviser to think about its own fee timing. See earnout structures and what to diligence.
- More on what advisers look for: getting on an adviser's shortlist.
Where Deal OS fits
Deal OS does not set, negotiate or advise on adviser fees. What it does is the buyer's side of the work: it reads a CIM (Confidential Information Memorandum) and the data room, reports where the documents disagree, and cites the page for every finding. You can run your first CIM check free with the CIM Pass, or see a finished brief in the sandbox.
Questions
Frequently asked questions.
Does the buyer pay the seller's M&A adviser?
Normally no. Most advisers in the Firmex survey mainly represent sellers and are paid by them, through a work fee and a success fee payable at closing. A buyer pays only if it hires its own buy-side adviser or the deal terms say otherwise.
Why does the adviser's fee structure matter to a buyer?
Because it sets the adviser's incentives. Advisers earn the bulk of their revenue from a success fee on a completed transaction, so they tend to spend their time on buyers they believe can close. That is our reading of the structure, not a survey finding.
Does seller financing or an earnout affect the adviser?
It can. In the Firmex Europe report 51% of advisers want the full success fee at closing even if the seller is paid later, while 44% tie it to when the seller receives each part of the price. Expect the adviser to ask about timing.
What can I do to be a buyer an adviser takes seriously?
Show financing in one line, state your focus in a sentence, answer quickly and keep to the process. The free deal-readiness one-pager helps you prepare that page.
