M&A: advising on who owns what, from the pitch to the signing

Sell-side: the owner, or the target's board¹

On a sell-side mandate the bank advises whoever is selling all or part of a company - the owner, or the company itself. It also covers defence: a board that receives an unwanted approach hires a bank to advise it as the target.

Buy-side: the acquirer, including private equity¹

On a buy-side mandate the bank advises the buyer - a company making an acquisition, or a private equity fund buying a business for one of its funds. Buy-side work leans more on valuation and financing, sell-side more on running the process.

Fairness opinions: a view on the price^1,2

A fairness opinion is a bank's judgement on whether the price and terms of a deal are fair, typically to the board of one side. The bank may also be advising on the deal, which is why US rules make it say so: FINRA Rule 5150 requires disclosure of any fee contingent on the deal closing and of material relationships in the past two years, whether a fairness committee approved it, and written procedures putting its review in the hands of people off the deal team.

Three ways to sell a company³

A broad auction invites many bidders and maximises price competition, and suits smaller businesses; a targeted auction approaches two to five hand-picked buyers and keeps the process confidential; a negotiated sale deals with one buyer, fastest and with the least leverage. Which the bank recommends is itself part of the advice.

The business lives on pitching⁴

An M&A team is paid on deals, so a large part of the week is winning the next one: several banks pitch for any sizeable mandate, each with a pitch book setting out its view of the client's situation, a possible structure and its own credentials and team. Juniors build the books; seniors present them.

The initial pitch is usually coverage work⁵

When two pharmaceutical companies might merge, the healthcare bankers do most of the first pitch - the comparables and the list of possible acquirers. When the deal is live, M&A and healthcare analysts split the work, with the M&A analyst somewhat more likely to get the modelling if all else is equal.

Staffed from a pool¹

Especially in London, a deal is led by a vice president or director who brings the sector experience, while analysts are pooled and staffed onto whatever needs capacity. As a junior you do not choose your deals, and you cannot know in advance what a given deal will ask of you: the bank works as the client's extended workbench.

A deal is a mix of disciplines¹

Valuation and structuring take most of the time - DCF, multiples and LBO models, chosen for the client and the deal - but the work also runs through tax, law and accounting, with the client's lawyers in close contact throughout. Once a deal is in execution, most of the day is project management: data room, due diligence, documents, deadlines.

Acquisitions need financing, so M&A works with DCM and ECM¹

A buyer has to fund the deal, and at an integrated bank the M&A team builds the financing plan with its capital markets colleagues: a new bond from DCM for a corporate buyer, a package of loans from leveraged finance for a private equity fund. M&A bankers also join IPOs and capital increases for their sector knowledge.

The judgement is not in the decimal places¹

Whether a company should be bought is not decided by the choice between a five- and a ten-year government bond in the WACC. It is decided by understanding the business model well enough to say whether, how and why the deal creates value for the parties. That big-picture judgement is what the job rewards over time.

M&A is pro-cyclical¹

Deals happen when the economy is doing well: companies are confident and cash-generative, lenders lend, and buyers pay up. In a recession credit becomes expensive or disappears, price expectations between buyer and seller drift far apart, and acquisition plans are shelved. The team's workload - and its bonus pool - follows.

Timing is part of the advice¹

Finding the window in which a deal can succeed is a skill in itself. After a long pause in the market, banks weigh whether to be the icebreaker or wait for someone else to go first. That judgement matters even more in ECM and DCM, where investor demand for new paper decides everything.

Who is winning now⁶

In Mergermarket's 2025 tables Goldman Sachs and JPMorgan led global M&A by value in a year where deal size mattered, while by count an accounting firm, PwC, came first. The tiers page reads the tables by what each one measures.

Generalist first, sector later¹

Juniors work across many kinds of deal; specialisation starts at around associate level, and a vice president is expected to know one sector well. In London and New York, sector teams also hire people from the industry itself - an engineer from a mining company, say - through an MBA at associate level, because the sector knowledge is what the team needs.

M&A is the default, not the only road to private equity⁵

M&A is the group most people picture, and it is a strong route to private equity, but not uniquely so: some coverage groups - Goldman Sachs' TMT group is the usual example - place as many analysts into private equity as any M&A team. The deal flow a team actually has matters more than its label.

What an M&A interview adds⁷

On top of accounting and valuation, expect the M&A process, merger consequences and private equity: buyouts are a major block in M&A interviews because sponsors are such large clients. Basic debt questions are fair game too, since financing drives a buyout's return.

Close to consulting at the start, then not⁸

A first-year M&A analyst and a first-year strategy consultant do similar things - read research, learn a business model, analyse a competitive position - and people move between the two early in their careers. The difference grows from there: banking is finance and transactions, consulting is operations. The common questions page compares them.