The short version
A company sale looks like a negotiation between two people, the founder and the buyer. In reality it is a production with a cast of a dozen or more, most of whom arrive in the second half. Knowing who they are, what they do and who pays them helps a founder avoid two expensive mistakes: hiring the wrong help, and being surprised by people the buyer brings along.
The table below is the cast list. The sections after it explain each role, when it enters, and the red flags to watch for. If you are new to the subject, start with what is M&A?
The roles at a glance
| Role | Side | What they do | When they enter | Who usually pays |
|---|---|---|---|---|
| Founder and shareholders | Sell | Own the shares, decide whether and to whom to sell, sign the sale agreement | Before anything starts | Not applicable |
| Management team | Sell (in practice, both) | Run the business during the sale, present to buyers, answer questions | Preparation, then throughout | The company |
| Sell-side adviser | Sell | Prepares the business, finds and screens buyers, runs the process, negotiates | Preparation | Seller |
| Business broker | Sell (usually) | Lists the business and introduces buyers | Marketing | Seller, sometimes buyer |
| Seller’s lawyer | Sell | Drafts and negotiates the legal documents, advises on liability | NDA stage, heavily from LOI onwards | Seller |
| Seller’s accountant or tax adviser | Sell | Prepares the numbers, sometimes a vendor due diligence report, plans the tax position | Preparation | Seller |
| Corporate development or deal team | Buy | Finds targets, builds the case, coordinates the buyer’s side | From first contact | Buyer (in-house) |
| Investment committee or board | Buy | Approves or rejects the deal and the price | Before an offer, and again before signing | Buyer (in-house) |
| Buyer’s financial due diligence provider | Buy | Tests the numbers, including a quality of earnings review | After LOI | Buyer |
| Buyer’s lawyer | Buy | Legal due diligence and the buyer’s draft of the sale agreement | After LOI | Buyer |
| Lenders | Buy | Lend part of the purchase price | Before a firm offer, through completion | Buyer (interest and fees) |
| W&I insurer and broker | Usually buy | Insure against losses from breaches of the seller’s warranties | After LOI, before signing | Negotiated; often buyer |
| Valuer | Either | Gives an independent opinion on value of the business or specific assets | Preparation or due diligence | Whoever commissions it |
| Escrow agent | Neutral | Holds part of the price until agreed conditions are met | Signing to release date | Negotiated; often shared |
“Who usually pays” describes common practice, not a rule. Everything on that column can be negotiated.
The sell side
Founder and shareholders
The shareholders own what is being sold, so nothing happens without them. In a share sale, every selling shareholder signs the sale agreement, and selling shareholders usually give promises (warranties) about the business. In our experience, minority or purely financial sellers often give only title and capacity warranties: that they own their shares and have the power to sell them. Where several shareholders exist, they need to agree early on the basics: whether to sell, the minimum acceptable price, and who speaks for them. In our experience, disagreements among sellers surfacing late in a process do more damage than almost anything a buyer does.
Red flag: shareholders who have not discussed what they each want before the first buyer meeting.
Management team
The managers run the business while it is being sold, and buyers will want to meet them, because they are often what the buyer is really paying for. The management team prepares data, presents to buyers and answers due diligence questions. Their position is delicate: the buyer may become their future employer, so their interests are not always identical to the shareholders’.
Red flag: a business where only the founder can answer the buyer’s questions. That dependence affects value, as explained in what is my business worth?
Sell-side adviser vs broker
These two are often confused. Both help a seller find a buyer, but the work differs.
| Sell-side M&A adviser | Business broker | |
|---|---|---|
| Core job | Run a full sale process and negotiate the outcome | Find and introduce buyers |
| Preparation | Shapes the equity story, information memorandum and financial presentation | Usually lighter; often a listing and summary |
| Buyer approach | Targeted, confidential outreach to screened buyers | Often listing-based, wider and less targeted |
| Negotiation | Leads it, alongside the lawyers | Varies; often limited |
| Typical deal | Larger, more complex private companies | Smaller, simpler businesses |
| Fees | Commonly a retainer plus a success fee | Commonly mainly a success fee or commission |
Neither model is wrong. The question is fit: a complex company with several possible buyer types usually benefits from a full process, while a small, simple business may not need one. Our guide on how to choose an M&A adviser in Singapore sets out the questions to ask.
Red flags: anyone who quotes a valuation before seeing the accounts; anyone who will not explain exactly which buyers they intend to approach; and anyone who is also being paid by the buyer in the same deal. An adviser who collects a fee from both sides cannot push hard for either.
Seller’s lawyer
The lawyer protects the seller from the risks written into the documents: the NDA, the letter of intent, and above all the sale agreement, where warranties, indemnities and limits on liability live. A good M&A lawyer also advises on structure and on what the seller must disclose. The documents themselves are explained in M&A deal documents explained.
Red flag: using a generalist family lawyer for a sale agreement. In our view, M&A drafting is a specialist skill, and the cost of a poorly limited warranty can exceed the legal fee many times over.
Seller’s accountant and tax adviser
Accountants prepare the numbers the buyer will scrutinise. Some sellers commission a vendor due diligence report: an independent review of the business, prepared for the seller and shared with buyers, so that issues are found and explained before buyers find them. A tax adviser works out how the sale will be taxed and whether a share sale or business sale suits the seller better. For the Singapore tax and stamp duty position, see how to sell a company in Singapore.
Red flag: management accounts that do not reconcile to the audited or filed accounts. Buyers notice.
The buy side
Corporate development or deal team
Large companies have an in-house team, often called corporate development, whose job is acquisitions. Private equity funds have deal teams of partners and investment professionals. This team is your main counterparty: it builds the internal case for buying you, coordinates the buyer’s advisers and negotiates. It is also not the final decision-maker.
Investment committee or board
Behind the deal team sits the body that approves the deal. In a private equity fund this is the investment committee, a group of senior partners who approve each investment and its price. In a corporate it is usually the board or an executive committee. They often approve in stages: first to make an offer, then to sign at a final price.
Red flag: a buyer whose deal team cannot tell you what approvals remain and when the committee meets. Uncertain approval is uncertain money.
Buyer’s financial due diligence provider
The buyer usually hires accountants to examine the target’s finances. The centrepiece is often a quality of earnings review: an analysis of whether reported profits are real, recurring and likely to continue, after stripping out one-off items and owner-specific costs. The result frequently shapes the final price. Preparation for this is covered in our due diligence checklist.
Buyer’s lawyer
The buyer’s lawyer runs legal due diligence (contracts, employment, property, disputes, intellectual property, compliance) and usually produces the first draft of the sale agreement. Their findings become warranty requests, indemnities or price adjustments.
Lenders
Many buyers, especially private equity funds, borrow part of the purchase price. Banks or private credit lenders then run their own checks and set conditions. A deal that depends on financing carries the risk that the financing fails.
Red flag: an offer that does not say how it will be funded.
The specialists
W&I insurers
Warranty and indemnity (W&I) insurance covers losses caused by a breach of the seller’s warranties. Instead of claiming against the seller, the buyer claims against the insurer. It can let a seller walk away with more cash at completion and less money held back. A specialist insurance broker usually arranges it, and the insurer reviews the due diligence reports before agreeing cover. It does not cover issues already known to the buyer.
Valuers
A professional valuer gives an independent opinion on what a business, or a specific asset such as property or equipment, is worth. Valuers appear when a seller wants an objective starting point, when shareholders need a fair basis among themselves, or when an asset’s value matters for tax or financing. A valuation opinion is not the price: the price is what a buyer agrees to pay. See business valuation methods explained.
Singapore has a specific example of value mattering for tax. For stamp duty on shares in a private company, IRAS charges duty on the higher of the price paid and the value of the shares, with value generally taken as net asset value, and where the company owns property, its market value may replace book value.
Escrow agent
An escrow agent is a neutral third party, often a bank or a law firm, that holds part of the purchase price until agreed conditions are met, for example the end of a warranty period or the outcome of an earn-out. Escrow protects the buyer without leaving the money in the buyer’s own hands, which protects the seller too.
The Singapore-specific walk-on parts
A few public bodies appear in a Singapore private company sale. They do not negotiate, but they set rules the cast must follow.
- IRAS (the tax authority). IRAS lists the buyer as the party who pays stamp duty on a share purchase, unless the sale document says otherwise.
- ACRA (the company registry). A share transfer must be filed with ACRA within 14 days, and for a private company the transfer only takes effect once ACRA’s electronic register of members is updated. Directors and company secretaries are responsible for reporting changes to officers and shareholders.
- Personal data rules. The Personal Data Protection Act 2012 contains an exception for business asset transactions that lets a prospective buyer receive personal data needed to decide whether to proceed, without individual consent, subject to conditions: the data must be necessary, its use must be limited by agreement to the transaction, and if the deal does not proceed the buyer must destroy or return it.
- Employees in a business sale. Under section 18A of the Employment Act 1968, when an undertaking or part of one is transferred, the affected employees’ contracts continue with the buyer, and the seller must notify the affected employees (and any trade union) before the transfer.
These points are summarised for orientation, not as legal advice; your lawyer applies them to your deal.
When each player enters: a timeline
- Before launch: founder and shareholders, sell-side adviser, seller’s accountant, possibly a valuer and the seller’s lawyer for structuring.
- Marketing: buyer deal teams sign NDAs and review information; management starts presenting.
- Offers and LOI: investment committees approve indicative offers; lenders are sounded out; lawyers negotiate the LOI.
- Due diligence: buyer’s accountants, lawyers and other specialists arrive in force; W&I insurers and lenders review findings.
- Signing and completion: lawyers finalise the sale agreement; final committee approval; escrow agent and lenders fund; ACRA filings and stamp duty follow.
Key takeaways
- A sale involves far more people than the founder and the buyer; most of the cast arrives after the letter of intent.
- Each side normally appoints and pays its own advisers; anyone paid by both sides in the same deal is a red flag.
- A sell-side adviser runs and negotiates a full process; a broker mainly introduces buyers. Choose by fit, not by label.
- The buyer’s deal team is rarely the final decision-maker; ask what approvals and financing remain.
- Specialists such as quality of earnings reviewers, W&I insurers and escrow agents directly affect how much cash the seller receives at completion.
- In Singapore, IRAS, ACRA, personal data rules and employment law set the guardrails every player works within.