Skip to main content

Selling Is Not a DIY Project

The stance that selling a business demands specialists, an intermediary and an M&A attorney, and that the founder who runs their own sale usually does it badly.

Drumming Up Offers Is a "Who," Not a "How"​

Warrillow's whole case for hiring help rests on one mechanic: the single biggest driver of price and terms is real or apparent competition between buyers, and manufacturing that competition is a full-time specialist job. He frames the decision not as a question of capability but of role.

"Drumming up offers for your company... is a 'who,' rather than a 'how' question."

Warrillow, The Art of Selling Your Business, ch. 13

His advice is blunt: pay for the people who do this for a living.

"Hire specialists and pay for them — selling is not a do-it-yourself project."

Warrillow, The Art of Selling Your Business, ch. 13

Warrillow tiers the choice by deal size: a business broker for smaller transactions, an M&A professional in the mid-market, an investment banker at the top, and he warns against being any intermediary's smallest or largest deal. The intermediary runs the auction, fields inquiries, and keeps the founder out of conversations where they might reveal their number or signal desperation. This is also why an owner should not negotiate alone: as Warrillow puts it elsewhere, name your price first and "you will forever put a hard ceiling on what your company is worth in the eyes of the potential buyer."

The M&A Attorney Is Your Left Tackle​

A general business lawyer is not enough. Warrillow insists on a specialist M&A attorney whose only job is to protect the seller during the part of the deal where leverage has already shifted to the buyer.

"A good lawyer's job is to protect your blind side."

Warrillow, The Art of Selling Your Business, ch. 14

The blind side is real. Warrillow's chapter on the letter of intent describes how power collapses the moment a seller signs a no-shop clause: the buyer can then drag out diligence and re-trade, "trying to renegotiate a deal term (often the price) after an agreement in principle has been made." The attorney counterbalances both the buyer and the seller's own intermediary, who is paid to close and may push the founder toward any deal rather than the right one. Two specialists with different incentives keep each other honest.

The CEO Should Never Run the Sale​

Burlingham reaches the same conclusion from the operator's side. Drawing on Basil Peters' twelve mistakes selling Nexus, he treats the founder running their own exit as a structural error, not a matter of talent.

"The CEO should never lead the exit."

Burlingham, Finish Big, ch. 6

The reasoning is twofold. First, a sale is a months-long second job, and the founder who takes it on neglects the business at the exact moment its performance is being valued. Second, founders are simply bad at it: too close, too emotional, too willing to take the first bidder. Burlingham echoes Warrillow on competition.

"Every exit needs multiple bidders."

Burlingham, Finish Big, ch. 6

He adds a wrinkle Warrillow does not stress: the best lead adviser is a former owner who has sold a company, not a Wall Street specialist, and he warns sellers to beware big banks that hand the deal to brand-new MBAs. The point holds either way. Someone other than the founder should be steering.

Aligning the Adviser's Incentives​

The strongest version of this stance is not "trust the professionals" but "structure them correctly." Burlingham relays Barry Carlson's instruction to Peters, the test for any intermediary.

"I just want to be sure that we've structured this deal so that you're not going to make any money at all unless you make me a very large amount of money."

Burlingham, Finish Big, ch. 6

Get the fee structure right and the adviser's self-interest pulls in the seller's direction. That is the answer to the obvious objection from the other camp.

The Steelman​

McDannell's You Can Sell It Yourself argues the opposite: brokers gate the process, take a cut, and add little a prepared owner cannot do alone. For sub-$1M businesses he is largely right, and Warrillow's own tiers concede that the smallest deals do not justify an investment banker. The honest reconciliation is in Broker vs DIY: The Core Tension: the bigger the deal and the more buyer types in play, the more an intermediary's auction and an attorney's blind-side protection earn their fees. Below a certain size, the math flips.

Further Reading​

Sources: Warrillow, The Art of Selling Your Business ch.13-14; Burlingham, Finish Big ch.6.