What actually happens in the seat your banker doesn't sit in.

TL;DR: The strategic work bulge-bracket banks deliver to their $200M-plus clients is the work that determines what those clients keep. Below that threshold, the work mostly doesn't get done: the boutiques won't run it, the lawyer can't, and the accountant arrives after the math has gone wrong. The mandate is the six-part work that fills the empty seat before the LOIs land. None of it is tactical. All of it pays for itself many times over.

The strategic work that bulge-bracket banks (Houlihan Lokey, William Blair, Raymond James) deliver to their $200M-plus clients is the work that determines what those clients keep.

Below that threshold, that work mostly doesn't get done. The bulge brackets won't take a $5M to $50M engagement. The boutiques that will take it run a clean process but rarely run the strategy. The lawyer can't run it. The accountant arrives after the math has already gone wrong.

The seat stays empty.

This is what happens when I sit in it.

The mandate has six parts. None of them are tactical. All of them happen before the LOIs (Letters of Intent) land.

Every business going to market has flaws. Customer concentration. A revenue line that softened. A founder who is the customer relationship. Margin compression nobody has fully diagnosed. A key hire that didn't take.

The first job is to find each one before the buyer does, and to write the rationale narrative. Same words. Every bidder. Every call. Every page of the CIM (Confidential Information Memorandum).

Variation is leakage. The buyer's memory of the business is whatever the founder said the third time they said it. When the third version contradicts the first, the bidder's deal team writes the discount themselves.

I see this constantly. Yesterday I corrected a teaser going out for IOIs (Indications of Interest) that had fourteen inconsistencies between the actuals and what was being delivered to prospective buyers. On another deal, there was a single inconsistency, one, and it cost the seller $5M in valuation.

We tried repeatedly to walk it back to the real numbers. The bidder pool had already anchored. We settled for a valuation more than $2M below where the deal should have closed.

One sentence, written wrong, twice.

Floor, Target, Stretch, tied to structural facts about the business and the specific buyers in the room. Not the generic range an associate pulled from a database.

Cash-at-close percentages. Indemnity caps. Escrow shape. Earnout discipline at each tier. Pre-decided trade-off rules: at what number do we accept a combined offer, at what allocation do we pivot to separate sales, at what point do we walk.

The work is to make the live LOI evaluation mechanical instead of emotional. By the time the LOIs come in, the founder isn't deciding. The founder is comparing each LOI against a framework that was built when nobody was excited and nobody was tired.

Public-database comps are what the buyer's associate pulls on Tuesday morning. Those comps will undercut you, because they are selected to undercut you.

The mandate work is finding the recent transactions in your category, at your entity structure, with deal terms that actually parallel yours, and bringing them into the conversation before the bidder anchors against the cheap set. When a bidder pushes back on multiple, the answer isn't "the market says." The answer is the specific deal closed last quarter, structured the same way, at the multiple we are holding to.

That is a different conversation than the one the boutique banker is having.

Each bidder is operating against a thesis. A private equity fund with a 20% IRR (Internal Rate of Return) hurdle and a five-year hold. A strategic with a recent pattern of AI bolt-on acquisitions and a board mandate to deploy. A public micro-cap whose stock paper is the constraint nobody is saying out loud.

Each one needs a different anchor message and a different valuation case. The pitch isn't tailored at the buyer level. It's tailored at the bidder-criterion level: what does this specific deal team have to walk into their investment committee and prove.

A live example. On a deal we are negotiating right now, two bidders submitted IOIs that any seller and any banker would have read as top quality. Background research revealed that one was a public company that had recently closed a new credit facility and, despite the cash availability, had quietly shifted its M&A mandate from cash to stock. The other was a pure math buyer running a 20% IRR mandate.

Our thesis on this asset was strategic value, which would not clear a 20% IRR test. Our seller's deal terms required all cash, which would not clear a stock-paper offer. Without that research, both IOIs would have been worked as written, and the deal would have died inside exclusivity for reasons no one in the room would have correctly diagnosed.

There were workarounds for both, but the workarounds only existed because we knew what each bidder actually needed before the LOIs were drafted.

When the pitch matches the doctrine, the bidder's analyst becomes an internal advocate. When it doesn't, the same analyst becomes the source of every objection that lands in the LOI.

QSBS (Qualified Small Business Stock) timing for C-Corp founders. Allocation across entities when there is more than one. Stock-versus-asset trade-offs that look different for each entity in a multi-asset deal. State domicile modeling for founders who can still move. Personal goodwill carved or rolled.

These decisions are worth real money, and the window to make them closes at LOI, not at close.

On a recent two-entity transaction, the work moved the headline price from $9M to $17M. Same business. Same buyer. Same week. The difference was allocation, structure, and which entity carried which value, decided in the eight weeks before the LOI was drafted, and irreversible eight weeks later.

The buyer was indifferent. The IRS was not.

For each serious bidder, draft the internal memo their deal team will write to justify the bid to their investment committee. Strategic rationale. Concerns. Discounts they will claim. Structural conditions they will insist on. The two questions their committee will ask that the deal team is hoping not to have to address.

Once that exercise is done, the founder isn't negotiating against an LOI. The founder is negotiating against a memo they read before it was written.

I don't get to see the actual IC (Investment Committee) memos. Nobody outside the bidder's deal team does. What I work from is the counter that comes back, because the counter is the memo's footprint. On a deal I ran this exercise on last year, the counter that arrived three weeks later was within 7% of the one I'd drafted.

That gap, the difference between negotiating into the unknown and negotiating into something you've already mapped, is the part of this work the bulge brackets do without naming it. It is the part the boutiques almost never do. And it is the part that, by itself, often pays for the entire engagement several times over.

This is the level of strategic work a Houlihan Lokey, a William Blair, or a Raymond James delivers to a $200M-plus client. The bulge brackets won't take the engagement at $5M to $50M. The boutiques at that size will run a clean process but rarely run the strategy.

The seat stays empty.

This is the seat I sit in. It's the core of Scale & Exit Accelerator for founders 12 to 24 months from their exit window, and it's delivered standalone in an Exit Ready Consult for founders who want the mandate work without the year-long program.

The point of an exit is not to run a clean process. It is to keep what you built.

— Roland

Don’t compete with AI on tasks.

Compete on the outcome people actually want. Most businesses still define themselves by what they do. That’s dangerous when AI is rapidly commoditizing tasks.

The companies that survive this shift will think differently. They’ll stop selling the “drill” and start owning the “hole.”

That reframing changes positioning, pricing, and long-term defensibility.

Want to see how to future-proof your business in an AI world? Watch the video below.