Published October 27, 2011

Managing Service Providers in Small Company M&A

By Scott Dickes

Hadley Capital relies on various service providers to help us do our jobs – attorneys, accountants, environmental consultants, etc.  We have long relationships with a number of fine firms.  These people are experts in their fields and we value their input.

We look to our service providers to give advice and make recommendations, but at the end of the day ‘the buck stops here.'  Hadley Capital is the decision maker.  We don't let our service providers make decisions for us, especially on key issues.

Unfortunately, we've seen instances where sellers have let their advisors take over the sale process.  They say things to us like "I know you're right, but I have to defer to my lawyer on this – he's the expert."  This is frustrating, especially since service providers can have different motivations from their clients (increased billings, the loss of a good client on sale, etc.).  Or the advisor might just be trying to be a ‘fierce advocate.'  Regardless, if the decision maker is not the seller this often leads to trouble.  We're working on a transaction right now where the seller's attorney fancies himself the business person/decision maker and it's a mess because he and his client don't necessarily see eye to eye.

It's essential to use good service providers.  They help business people make good, informed decisions.  But at the end of the day it's the business owner's responsibility to make the key decisions, not the other way around.