Accountant or M&A Adviser: Who Really Gets Your Business Sale Across the Line?

"My accountant handles everything" — this is one of the most common responses M&A advisers hear when asking business owners about their sale strategy. The statement is understandable: the accountant has supported the business for years, knows the numbers inside out, and enjoys a deep level of trust. In a business sale, however, that trust alone is not sufficient. Accountants and M&A advisers are not competitors — they cover fundamentally different areas of expertise, and both are needed.

What Accountants Contribute to a Business Sale

An experienced accountant is indispensable in a business sale — specifically in the area of tax structuring. The fundamental question of asset deal versus share deal has a significant impact on the tax burden for both parties: in an asset deal, the acquirer purchases individual assets and may claim depreciation allowances, whilst the vendor is often subject to higher taxation. In a share deal, GmbH shareholdings are transferred, which can be more tax-efficient for the vendor — provided the ownership structure is properly arranged.

A competent accountant will assess whether a preliminary restructuring via a holding company is advisable in order to optimise the taxation of the disposal gain. They also support the vendor-side tax Due Diligence and identify potential tax risks that must be addressed in the sale and purchase agreement.

Where the Accountant's Remit Ends

What accountants do not — and cannot — provide is the operational side of the transaction process. The decisive distinction lies in core competence: accountants are specialists in law and taxation, not in M&A markets and negotiation processes.

Particularly significant is the absence of capability for active acquirer identification: an accountant has no structured access to strategic acquirers or private equity investors. They can respond to enquiries — but they do not initiate a competitive process. Yet it is precisely this process that is the decisive lever for maximising the sale price.

Equally absent is the competence for a professional valuation report with market comparables: business valuation by an M&A adviser draws on current transaction data, sector multiples, and a strategic analysis of the acquirer's perspective — far beyond what an accountant can derive from annual financial statements.

A Statistic Worth Reflecting On

Studies from the German-speaking M&A market show: approximately 70 per cent of all business sales conducted without a professional M&A adviser either fail, are concluded significantly below achievable market value, or result in materially adverse outcomes for the vendor.

The reason is not a lack of commitment on the part of the accountant. It is that transaction processes constitute an entirely distinct discipline — one requiring specific market knowledge, networks, negotiation tactics, and process architecture built up over decades of transactional experience.

What an M&A Adviser Provides That an Accountant Cannot Replace

The M&A adviser brings three core capabilities to the process that no other professional group can substitute. First: acquirer access and market intelligence — an experienced adviser knows which strategic acquirers are active in a given sector, which private equity funds invest at that size, and how to approach such parties discreetly and purposefully. Second: process architecture — the entire transaction from teaser to signing is systematically planned and managed, with clear deadlines, information hierarchies, and escalation protocols. Third: negotiation leadership — an M&A adviser negotiates transactions on a daily basis and has practical experience of the psychology, tactics, and pitfalls of complex price negotiations.

The Optimal Solution: Three Experts, One Goal

The model that consistently delivers the best outcomes in practice is the three-party team: M&A adviser, accountant, and an M&A-specialist solicitor. Each expert assumes responsibility for their core area — and all three work in a coordinated fashion towards the same objective: the best possible outcome for the vendor.

The M&A adviser leads the overall process, identifies acquirers, maximises the price, and steers negotiations. The accountant optimises the structure before and after the sale. The M&A solicitor protects the vendor in the sale and purchase agreement, negotiates warranties and indemnity clauses, and ensures legal clarity. Engaging only one of these three experts risks significant blind spots — with potentially material financial consequences.

The good news: in practice, experienced M&A advisers know trusted accountants and solicitors from previous transactions and can make recommendations. This saves the time-consuming search for a well-coordinated team.