The Attention Gap in Mid-Market M&A
When a founder with a company generating $15 million in EBITDA approaches a bulge bracket bank about selling their business, something predictable happens. The senior partner who pitches the mandate hands it off to a vice president, who delegates the day-to-day work to associates, who may be juggling half a dozen other deals simultaneously. The founder, who has spent years building something valuable, becomes one line item in a portfolio of transactions.
This is not a criticism of large banks. It is simply how their economics work. When Goldman Sachs or Morgan Stanley can earn eight-figure fees advising on mega-mergers, a mid-market deal with a $30 million enterprise value represents a fraction of a percentage point in their annual revenue. The incentive to pour senior resources into smaller transactions simply is not there.
The mid-market, defined broadly as companies with enterprise values between $100 million and $250 million, currently trades at approximately 10.0x TEV/EBITDA, up from 8.5x in 2024. For companies with over $10 million in EBITDA, multiples average 8.1x. These are meaningful valuations that deserve serious attention from advisors who understand the nuances of this market segment.
Yet the attention gap persists. A founder selling a $50 million business needs the same quality of strategic advice, buyer identification, and negotiation support as one selling a $500 million business. The difference is that boutique advisors have built their entire business model around delivering that attention.
What Boutiques Actually Do Differently
The term "boutique" in M&A advisory covers a wide spectrum, from elite firms like Evercore and Lazard to specialist shops focused on specific sectors or deal sizes. What unites them is a fundamentally different approach to client service.
Senior involvement from pitch to close is the most visible difference. At a boutique, the partner who wins the mandate typically stays involved throughout the transaction. They attend management presentations, lead negotiations with buyers, and remain accessible to the founder throughout a process that often extends six to nine months. This continuity matters because institutional knowledge about the company, its competitive position, and the founder's priorities does not transfer easily between team members.
Sector expertise represents another meaningful advantage. A boutique focused on technology transactions understands how buyers evaluate recurring revenue, net revenue retention, and customer concentration in ways that generalist bankers may not. They know which strategic acquirers are actively looking, which private equity firms have relevant portfolio companies, and how to position a business to command premium multiples.
The complexity of modern deal terms amplifies the importance of experienced guidance. According to SRS Acquiom's 2025 Deal Terms Study, working capital purchase price adjustments are now present on more than 90 per cent of private-target M&A deals, compared to roughly half of deals a decade ago. These mechanisms, along with earnouts, escrows, and indemnification provisions, can significantly affect the actual proceeds a founder receives. Navigating them requires advisors who have seen hundreds of similar situations, not junior bankers encountering these structures for the first time.
The Numbers Behind Boutique Performance
The shift toward boutique advisors is not merely anecdotal. Elite boutique firms like Evercore, Lazard, PJT Partners, and Centerview Partners captured 11 per cent of global M&A fees in 2023, up from 8 per cent in 2020. This market share growth occurred during a period when overall M&A activity fluctuated significantly, suggesting that the trend reflects genuine client preference rather than market conditions.
Several factors drive this shift. Founders who have been through a sale process talk to other founders. When one entrepreneur has a positive experience with a boutique that delivered senior attention and strong outcomes, word spreads through founder networks. The cumulative effect of thousands of these conversations has reshaped how companies approach advisor selection.
Performance data, while harder to isolate given the confidential nature of M&A transactions, supports the boutique value proposition. Academic research has consistently shown that boutique advisors achieve comparable or superior outcomes to bulge bracket banks in their target deal size ranges. The advantages of brand recognition and global reach that large banks offer become less relevant when the buyer universe for a particular transaction numbers in the dozens rather than hundreds.
The current market environment, with overall mid-market multiples averaging 7.2x TEV/EBITDA in 2025, rewards advisors who can identify the specific buyers willing to pay premium prices for the right assets. A boutique with deep relationships in a particular sector is often better positioned to find those buyers than a generalist bank casting a wider net.
Fee Structures That Align Interests
How an advisor gets paid reveals much about whose interests they serve. The traditional investment banking fee structure, with a modest retainer and a success fee calculated as a percentage of transaction value, creates certain incentives that founders should understand.
In the mid-market, success fees typically fall in the 3 to 5 per cent range for deals involving companies with $10 to $30 million in EBITDA. This structure aligns advisor and client interests in the sense that both benefit from a higher transaction value. However, it also creates an incentive to close deals rather than walk away from inadequate offers, since advisors only get paid upon completion.
Boutiques have increasingly adopted fee structures that address this misalignment. Roughly 20 per cent of advisory firms now include accelerator provisions in their engagement letters, where the success fee percentage increases if the transaction exceeds certain valuation thresholds. Under this structure, an advisor might earn 4 per cent on the first $50 million of enterprise value but 6 per cent on any amount above that. The accelerator creates a powerful incentive to push for the highest possible price rather than simply closing the most convenient deal.
Retainer structures also differ meaningfully. Bulge bracket banks often charge minimal retainers for mid-market mandates, viewing the success fee as the primary compensation. Boutiques typically charge more substantial monthly retainers, often in the range of $15,000 to $30,000, which cover the cost of senior resources committed to the engagement. This structure ensures that advisors can afford to dedicate experienced professionals to every transaction, regardless of whether it ultimately closes.
Some boutiques have also pioneered arrangements where a portion of the success fee is tied to earnout achievement, aligning the advisor's compensation with the founder's actual economic outcome rather than just the headline transaction value. These innovations reflect a competitive market where boutiques differentiate on alignment as much as on capability.
When Bulge Brackets Make Sense
Boutiques are not the right choice for every transaction. Understanding when large banks add genuine value helps founders make informed decisions about advisor selection.
Cross-border transactions often benefit from global bank networks. A US technology company selling to a European strategic acquirer may find value in an advisor with offices in both regions, local market knowledge, and established relationships with the buyer's management team. The coordination challenges of international deals, from regulatory approvals to currency considerations, favour advisors with the infrastructure to manage complexity across time zones.
Large transactions, typically those exceeding $500 million in enterprise value, enter territory where bulge bracket relationships and reputation carry more weight. At this scale, the buyer universe often includes public companies for whom deal announcements move stock prices. Having a recognised advisory brand can provide comfort to boards and shareholders evaluating a major acquisition.
Certain buyer relationships also favour large banks. If a founder knows that their most likely acquirer is a Fortune 500 company with a longstanding advisory relationship with a particular bank, engaging that bank may provide access that boutiques cannot replicate. This situation-specific advantage should be weighed against the attention gap that comes with it.
Transactions involving complex securities, such as those with significant debt components or hybrid instruments, may benefit from the capital markets expertise that bulge bracket banks maintain. A leveraged buyout involving a challenging financing environment might warrant the depth of resources that only large banks can provide.
For deals in the $100 million to $250 million range, where current multiples sit at approximately 10.0x, the choice often comes down to specific circumstances rather than a categorical preference. Founders should evaluate the actual team that will work on their deal, the advisor's relevant transaction experience, and the fee structure proposed before making a decision.
Making the Right Choice for Your Exit
The advisor selection decision deserves as much care as any strategic choice a founder makes. The right advisor can mean the difference between a good outcome and an exceptional one, while the wrong choice can result in a prolonged process, suboptimal terms, or a failed transaction.
Start by understanding your transaction's characteristics. Deal size, sector, geographic scope, and likely buyer universe all influence which type of advisor is best positioned to help. A $75 million enterprise value software company selling to strategic acquirers in the same sector has different needs than a $200 million manufacturing business considering both strategic and private equity buyers.
Evaluate the actual team, not just the firm. Request meetings with the professionals who will work on your deal, not just the senior partner who pitches for new business. Ask about their relevant transaction experience, how they approach buyer identification, and how they have navigated challenging situations in past deals. The quality of these individuals matters more than the name on the door.
Understand the fee structure completely. Ask about retainers, success fee percentages, accelerators, and what happens if the deal does not close. Request references from founders who have recently completed similar transactions with the firm. The willingness to provide references, and what those references say, reveals much about an advisor's true track record.
Consider the attention you will receive throughout the process. A six to nine month M&A process involves countless decisions, negotiations, and moments where experienced guidance matters. An advisor who will be genuinely available, who knows your business deeply, and who has the seniority to influence outcomes is worth more than a prestigious brand that delegates your transaction to junior staff.
The shift toward boutique advisors in the mid-market reflects founders learning from each other's experiences. Those who have been through a well-run process with an engaged boutique team rarely go back to large banks for subsequent transactions. The attention, expertise, and alignment that boutiques provide has proven its value in thousands of completed deals.
For founders approaching what is often the most significant financial event of their lives, the choice of advisor deserves careful consideration. The right partner will not just execute a transaction but will help you navigate a complex process while protecting your interests at every turn.
If you are considering an exit and want to understand how a boutique approach might benefit your specific situation, we welcome a confidential conversation about your options.