Sell-side and buy-side: what's the difference and why it matters for the seller
Reading time
7 minutos
Date
Jun 23, 2026
Author
Murilo Oliveira — Partner, igc Partners
Sell-side and buy-side describe the two sides of an M&A transaction. The sell-side advisor represents the seller — its goal is to achieve the best possible outcome for the seller. The buy-side advisor represents the buyer — its goal is to defend the buyer's interests. They are distinct roles, with opposing incentives.
The distinction seems simple, but it has a direct practical implication for the entrepreneur. When you are selling your company, what matters to know is: who is sitting on your side of the table? Who is, in fact, working for your best outcome — and not to close a deal quickly or preserve another relationship?
Investment banks and M&A boutiques can act on both sides, depending on the mandate they take on in each transaction. In some deals, they represent the seller. In others, the buyer. This is legitimate and part of the market. The relevant point for you, as an entrepreneur, is to understand what your advisor's role is in that specific transaction.
The sell-side advisor is hired by the entrepreneur to run the sale process on their side. This includes preparing the company for the market, structuring the presentation material, mapping and approaching potential buyers — strategic and financial, domestic and international — and organizing a competitive process that maximizes value for the seller.
Think of a simple analogy: it's like hiring a lawyer to defend you in a lawsuit. The lawyer on the other side is equally competent, equally well-intentioned — but defends the opposing interests. It's not a question of character. It's a question of where the incentives point. The lawyer who defends only you puts all their energy into your outcome.
In M&A, this alignment shows up in every decision in the process: which buyers to approach first, how to position the business, how to conduct the negotiation of price and structure, how to react to a counteroffer. When the advisor holds the seller's exclusive mandate, each of these decisions is made with a single criterion — the best outcome for the seller.
The buy-side advisor is hired by the buyer — a strategic company seeking acquisitions, a private equity fund, a family office or another type of investor. Its job is to find targets that fit the buyer's thesis, analyze the business, assess the fair price from the buyer's point of view and structure a proposal favorable to its client.
The objectives of the buy-side and the sell-side are naturally opposed throughout much of the negotiation — especially on price and terms. This does not mean one side is the villain. It means each advisor has a clear and well-defined job: to defend whoever hired them. The entrepreneur who sells needs to have their own defender — someone whose only job is their outcome.
One has to be careful with the tone here: this is not about accusing anyone of bad faith. Investment banks and M&A boutiques that work on both sides have serious and competent professionals. The point is structural, not about character.
When an advisor has relationships on both sides of the table — whether in simultaneous transactions or through a history of mandates — the incentives naturally split. Imagine you are selling your company and your advisor also has a long-term relationship with the most obvious buyer in your sector. They won't sabotage the process. But they may feel subtle pressure not to spoil that relationship. This is human. And it is enough to make a difference.
It's not drama. It's alignment. When an advisor holds the seller's exclusive mandate, that pressure does not exist. The only criterion is: what is best for whoever hired me?
The advisor's mandate is not a philosophical question — it has a practical impact on every phase of an M&A transaction:
Upfront preparation: A sell-side advisor dedicates time and energy to preparing the company in the best possible way before going to market — positioning, narrative, materials, operational adjustments. The better prepared the process, the greater the outcome for the seller.
Buyer mapping: The sell-side advisor has an incentive to map the broadest possible universe of potential buyers — strategic, financial, domestic and international. More buyers competing generates more pressure on price and better terms for the seller.
Competitive process: Structuring and running a process with multiple buyers in parallel is one of the main value levers for the seller. This requires strict confidentiality: employees, clients, suppliers and competitors should not know the company is for sale. A leak harms the valuation and weakens the process.
Negotiation of price and structure: At the negotiating table, price is important — but payment structure, post-deal conditions and earn-out matter as much as the number. The sell-side advisor negotiates each variable with the goal of maximizing the seller's outcome.
Selecting the right buyer: The best buyer is not always the most obvious one. It is often outside the local radar — international groups, players from adjacent sectors, financial buyers with specific theses. An advisor focused on the seller has an incentive to expand the universe, not to close quickly with someone they already know.
igc Partners was founded in 1997 with a clear choice: to work exclusively on the side of those who sell. Never the buyer. This is not a criticism of those who do it differently — it is a decision of focus. In almost three decades, this choice has shaped the way the firm operates: every process, every team, every decision is aligned with the best outcome for the selling entrepreneur.
The exclusive sell-side mandate means that, in no igc Partners transaction, is there a parallel relationship with the buyer that could create pressure in the process. A transaction with no conflict of interest. The entrepreneur who hires us knows that we are entirely on their side.
Across more than five hundred deals, igc has built direct access to more than 6,000 strategic and financial buyers in Brazil and abroad. More than half of the transactions involve foreign players. This does not happen by chance — it is the result of 29 years dedicated exclusively to mapping, approaching and negotiating with buyers on behalf of sellers.
igc is today number 1 in sell-side M&A transactions in Latin America, with 98 transactions in the last 48 months, according to Mergermarket (Dec/2025). This result is the consequence of a model: 34 partners, all dedicated to the entrepreneur, leading each process from beginning to end. Owner to owner.
No. Investment banks and M&A boutiques can act both on the sell-side and the buy-side, depending on the mandate of each transaction. Some advisors work exclusively with one of the sides. Before hiring, the entrepreneur should clearly understand what the advisor's mandate is in that specific deal.
Investment banks have scale, a balance sheet and a broad product portfolio — credit, trading, wealth, among others. M&A boutiques are specialized in mergers and acquisitions advisory, with deep sector focus and partners on the front line of each transaction. Both categories can represent sellers; the difference lies in the model, the specialization and the level of dedication to the mandate.
Not necessarily — but they work for the buyer, not for you. The objectives are opposed throughout much of the negotiation. That is why having your own sell-side advisor, with an exclusive mandate on your side, is what ensures that someone is entirely dedicated to your best outcome.
A well-run process happens under strict confidentiality. Employees, clients, suppliers and competitors should not know the company is for sale. A leak can harm the valuation, create internal anxiety and give an advantage to the party on the other side of the negotiation. Safeguarding confidentiality is a central responsibility of the sell-side advisor.
No. M&A includes total or partial sale operations, the entry of a minority partner, recapitalization and going public. The entrepreneur can seek a strategic partner without giving up control, or raise growth capital with the entry of an investor. The decision on the format depends on the personal moment, the business and the founder's objectives.
