Sell-Side vs. Buy-Side:
The Ultimate Comparison
Maximize Your Business Exit. Minimize Deal Fatigue.
Expert sell-side M&A advisory for California business owners. Andrew Rogerson of Rogerson Business Services transforms private operating knowledge into decision-grade evidence to secure your highest market valuation.
License & CredentialS
CA BRE# 01861204
M&AMI
Master Intermediary
LCBB
Lifetime Broker
CM&AP
M&A Professional
CABB
CA Assoc. Bus. Brokers
M&A Source
Global Association
Why California Founders Choose Sell-Side Advocacy
Selling a business is the culmination of your life's work. A buy-side scout screens for traps; a sell-side advocate orchestrates competition to ensure you never leave money on the table.
Our Performance
92%
Success Rate on Market Exits
Value Maximization
Rogerson Business Services in the lower middle market creates a "Broad Auction" environment to drive competitive tension, pushing multiples beyond the standard sector average.
Narrative Control
By managing information disclosure, we reduce the "uncertainty discount" buyers apply to private assets.
Deal Fatigue Mitigation
Our advisors act as a buffer, managing the exhaustive diligence checklist so you can focus on running your business.
Structure M&A Deals
Expertise in working capital pegs, earnouts, and rollover equity to ensure the headline price matches the cash at close.
Sell-Side vs. Buy-Side: The Mandate Divide
One protects the hunter; the other empowers the seller.
| Strategic Feature | Sell-Side Representation (us) | Buy-Side Advisory |
|---|---|---|
| Primary Loyalty | The Business Owner / Founder | The Strategic/Financial Acquirer |
| Economic Incentive | Maximizing Exit Price & Liquidity | Minimizing Cost & Mitigating Liability |
| Valuation Approach | Aggressive Add-backs & Revenue Synergies | Conservative Sensitivity & Risk Scans |
| Confidentiality | Mandatory (VDR & Targeted Auctions) | Strategic Analysis (Internal Memos) |
*Note: The $2M - $25M range is often called the "Lower Middle Market." Depending on complexity, either professional may work, but M&A Advisors typically yield higher multiples.
The $10M Value Checklist
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Frequently Asked Questions: Strategic Guidance
Which side of the deal are you on?
We are strictly sell-side advocates for business owners. While we understand buy-side mechanics (to better anticipate their moves), our fiduciary duty and economic incentives are 100% aligned with the seller to maximize the exit valuation.
Why do I need an M&A Advisor instead of a local Business Broker?
Local brokers focus on "Main Street" businesses (restaurants, retail) with values under $2M. M&A Advisors handle the "Lower Middle Market" ($2M–$100M), managing complex deal structures, tax engineering, and cross-border strategic buyers that local brokers cannot reach.
How are your advisory fees structured?
We typically operate on a Success Fee model based on the Lehman Formula or a flat percentage of the transaction. This ensures we only profit when you achieve a successful close at a premium price. While other Advisors may charge small retainers to cover the creation of institutional-grade marketing materials. Rogerson Business Services charges for conducting a business valuation that gets you the right price and a smooth exit.
How do you protect my business confidentiality in California?
We use a "Blind Teaser" system. No potential buyer sees your name or proprietary data until they have signed a binding NDA and been vetted for financial capacity. All sensitive data is hosted in a secure, audited Virtual Data Room (VDR).
What is a "Quality of Earnings" (QoE) report?
A QoE is an intensive financial audit performed before listing. It validates your EBITDA add-backs and "pre-clears" your numbers. This reduces the Uncertainty Discount buyers apply, significantly increasing the probability of a high-value close.
California Licensing:
State vs. Federal Frameworks
In California, the regulatory landscape is uniquely complex. While Federal law provides the 2023 M&A Broker Exemption, California state laws (DFPI and DRE) still require specific licensing for middle-market intermediaries.
- DRE Mandates: California M&A Advisors often require a Real Estate License to legally facilitate asset and stock sales of entities with tangible assets.
- Federal Status: Traditional bankers must be registered SEC/FINRA Broker-Dealers (Series 79/63), mandatory for public company work or capital raises.
Sellers Beware: Operating with an unlicensed intermediary in California can legally void your success fee obligation and jeopardize the closing.
California Specific Warning
DRE Licensing Enforcement
To value and sell a business in CA, the firm must hold a California Department of Real Estate license. Unlicensed out-of-state "free" tools are illegal in CA.
Board Compliance (CSLB/BAR/ABC)
Free estimates ignore California's complex licensing clearances. Buying a construction or auto repair shop without CSLB/BAR clearance can trigger immediate legal failure.
Negotiate from Strength, Not Guesswork.
"If your business is in California, an out-of-state free business valuation is the fastest way to lose millions in structural errors. We live and breathe CA M&A."
Specialization Matters
Rogerson Business Services handles the Lower Middle Market (Gross Revenue $2M–$100M) with a track record of closing complex transactions across multiple CA sectors.
Request Your Defensible Analysis
For serious business owners ready to exit.
All reports are signed by a licensed principal.
Note: Every business is unique.
We recommend a free structural review to confirm.
