Toptal is a marketplace for top mergers and acquisitions consultants, experts, and specialists. Top companies and startups hire M&A freelancers from Toptal for their mission-critical projects.
Greg has executed over $20 billion of transactions from seed-stage venture investments to large corporate buyouts. His experience spans the capital structure and includes time at Lazard Frères and some of the top private investment firms on Wall Street. He has worked as as a fractional CFO, M&A and financing advisor, and board member. Greg enjoys freelancing as it allows him to work with a wider variety of clients and company maturities.
Karen is a Fortune 500 transformative corporate executive with over 20 years of expertise leveraging the connection between strategy, risk, operations, people, customers, 通信, and P&L management while leading and advising senior leaders on large-scale strategic and operational change. She established a track record of collaboratively leading globally diverse teams to create groundbreaking change in over a dozen industries. She has a dozen business turnrounds in her career.
A Paris-Dauphine graduate pursuing his MBA at Paris-La Sorbonne, Tristan has served as the CFO and director of strategy and development for a prominent subsidiary at Lagardere, a leading French media conglomerate. He possesses extensive strategy and finance experience and led acquisitions that drove an IRR of 30%. He freelances to help entrepreneurs and managers evaluate and implement financial and operational strategies to grow their businesses.
Marc is a Harvard Business School graduate with honors, a former investment banker from Goldman Sachs, and private equity investor at The Carlyle Group. He has helped execute more than $70 billion worth of global M&A and financing transactions in the tech, media, telecom, infrastructure and sports facility finance markets. Marc enjoys freelancing to contribute his knowledge and skills to others while working on his own early-stage ventures.
Ali has advised on equity transactions amounting to USD $3 billion involving startups, 中端市场公司, and private equity firms in various industries including healthcare, retail, 和电信. He holds CFA and CAIA designations and is currently pursuing his MBA at London Business School. Ali joined Toptal to advise clients on matters relating to corporate finance, M&A, fundraising, and business analytics.
As a former KPMG and PwC consultant and Fortune 1000 executive, Barbara has collaborated with CXOs in diverse industries for 20+ years. She has diversified industry expertise across consumer and industrial products and services, 制造业, logistics, eCommerce, retail, 和技术, which gives her a multi-dimensional approach to problem-solving. Functionally, her work has spanned core operations and front- and back-office processes. Barbara is a mechanical engineer and Kellogg MBA.
Philip is a former PwC partner with over 30 years in Japan. He is one of the most experienced cross-border mergers & 收购(M&A)日本的专业人士. Phil founded and led the PwC cross-border M&A and PMI business and was a member of the global leadership team and creator of a worldwide integration methodology. Phil is bilingual and bicultural, bridges both language and cultural issues, and knows how to deliver in Japan and around the world.
Ludwig has closed over $30 billion of transactions in the US and Europe at Deutsche Bank's investment banking division. He has worked closely with investment professionals at top firms like Blackstone and Starwood Capital on deals ranging from asset and business disposals to multi-billion dollar acquisitions. He joined Toptal to connect with other entrepreneurs and go-getters and share his knowledge around investing, financing, strategy, and M&A.
乔治在M&A, IPO, and fixed income transactions with a cumulative deal value of $20+ billion at renowned Wall Street banks including Salomon Brothers and 摩根士丹利(Morgan Stanley). 富布赖特学者, George is active in the fintech startup sector and was on the management committee of Houston’s largest independent bank. At Toptal, he enjoys refining 商业模式s and optimizing financing structures to maximize flexibility and profitability.
Bertrand is a 25-year finance veteran with a true 360 experience, honed as an investment banker, 风险投资顾问, 项目开发人员, CFO, and expert witness consultant in international arbitrations. He has advised and partnered on over 100 transactions and investment initiatives totaling over $16 billion. Bertrand is a seasoned problem solver and decision-maker with expert facilitation skills. 伯特兰建议M&A, corporate development, venture growth, project development, and financing.
Suhail, a veteran who has worked at renowned Canadian private and public equity firms like Onex and Gluskin Sheff, has invested $3+ billion of capital. Now a corporate finance professor at York University, he started his career in the capital markets group at CIBC, helping underwrite $5+ billion of debt facilities. Suhail has collaborated with global family offices and many pre-series B technology companies as a freelancer. He has helped with all activities tied to raising capital.
Mergers and Acquisitions consultants are skilled in helping business owners with the complex work necessary to buy, merge, 卖掉公司. This guide to hiring a Mergers and Acquisitions consultant features interview questions and answers, as well as best practices to help you identify the top candidates for your company.
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His first bit of work produced a tool for us to model and forecast our financials and is far and away worth every penny we paid and more.
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皮特Pellizzari
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Erik has been an extremely valuable member of our team who has tremendous breath of experience with start ups in our lifecycle phase. What makes his contribution unique and highly effective is not only his excellent financial modeling skills and knowledge, but also the emotional intelligence with which he manages each relationship at Vault, understands our team dynamics, and helps us tackle start up challenges 有效地. It is rare to find a part-time consultant who makes you feel like he/she is genuinely invested in the success of your company.
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Toptal has been an incredible key partner for Sidekick. As an early-stage start-up, we’ve leveraged both design and financial talent. The experience has been incredible, with those professionals bringing creativity, expertise, and advice to ensure Sidekick succeeds. My Toptal financial expert helped steer Sidekick’s 商业模式, which resulted in an initial ROI of 650x! My experience with Toptal has given me great confidence in the future.
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Chris was great to work with and was always available on my schedule. His communication skills and personality were a 10/10. His outputs on the project were top notch and allowed us to develop more efficient forecasting and initiative prioritization frameworks. I would definitely use Chris again.
Chris Pozek
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What really sets Toptal apart is the caliber of finance talent available in their network. I had a very specific and pressing need, and Toptal quickly matched me with the perfect person for the job. The expert produced a thoughtful and robust financial analysis that has ultimately allowed us to forecast and prioritize initiatives much more efficiently.
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如何聘用M&一个顾问 Through Toptal
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Within days, we'll introduce you to the right M&一个顾问 for your project. Average time to match is under 24 hours.
3
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和你的新经理一起工作&一个顾问 for a trial period (pay only if satisfied), ensuring they're the right fit before starting the engagement.
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Why is it important for a hiring manager to have an understanding of technical skills when it comes to hiring an M&A expert?
当你雇佣一个M&一个顾问, you should understand at least the broad outlines of what your applicants are talking about in terms of their knowledge and abilities so you can 有效地 evaluate them and whether they’re a good fit for your job. Additionally, gaining trust is one of the most important things M&一个顾问 do to help close a transaction. In order for you to be able to gauge their credibility and ability to win the trust of other financial professionals, you must be able to understand M&A terminology and technical skills, at least at a high level.
What’s the difference between hiring an M&一个顾问 or an investment bank for a merger or acquisition?
Investment bank teams will usually be involved in transactions of more than $100 million due to the larger scope and stakeholder requirements, but they are not the same as M&一个顾问. The difference is that an investment bank is a regulated institution in the business of advising and transacting in securities, whereas a consultant is an advisor who provides advice and consulting services to run an M&A process but does not personally transact in securities. 然而，高质量的M&一个顾问 typically have a background or relevant experience in investment banking.
Fees for investment banking in middle market M&一个交易 of $100 million or more can be up to 5% of the transaction size and may include mandatory retainer fees. These fees are in addition to accounting, legal, and any other deal fees. The client base for these services is typically larger and established middle-market and VC-backed companies that have sufficient capital and can derive a significantly higher transaction value by hiring a full investment banking team. The investment bank may also have a balance sheet and can provide debt to help facilitate an M&A deal for larger transactions.
中小型企业, 股东企业, and startups may benefit from hiring a single M&给他们出主意的顾问. The fees will typically be much lower than for a full investment banking team, particularly for businesses under $50 million. These types of companies typically need only a consultant to help position the company for an M&一个事务, as well as help negotiate deal documents and transaction terms to ensure fair consideration.
What is the typical range of costs for M&A咨询服务? 我可以雇佣我吗?&A experts on an hourly basis or for project-based tasks?
M的成本&A services will vary widely depending on the size of the deal and the complexity of the businesses and transaction, as well as the consultant’s level of expertise. As a rough estimate, expect to pay ~5% of the transaction price or more to an M&A expert you hire to help sell your business. When you’re purchasing a business, the fee will depend on how much support you want in sourcing, negotiating, 完成交易. 通常情况下,米&一个顾问 charge hourly for these services in order to help the hiring enterprise manage costs. 在有限的情况下，M&一个顾问 can work on specific project-level mandates.
Why are mergers and acquisitions important in today’s economy?
Mergers and acquisitions can be helpful growth strategies when a business is having difficulty growing organically through its sales channels. A business owner who has grown a business for years and is looking to cash out may want to find potential buyers willing to pay the best possible price for it. Finally, a business may decide it’s wise to sell or buy a company that is struggling.
What are the potential risks and challenges of an acquisition?
There are a myriad of potential risks and challenges to transacting an acquisition, whether you’re the buyer or the seller. Financial risks include the possibility that the target company’s financials may not be accurate or that the potential buyer may incur financial liabilities by purchasing the target company. Legal risks include pending litigation or legal liabilities that the buyer might inherit. There might also be legal reasons that the company cannot be sold to or operated by the buyer. Operational risks include the chance that the company won’t be able to continue to operate in the same way with similar economics as before. It’s important to discuss key financial, operational, and legal risks specific to each transaction with your M&A expert to find out how they can help you quantify, qualify, negotiate, and manage these risks.
What is the importance of due diligence in an M&买方流程?
Due diligence is the process of gathering and verifying relevant information about a company or person to enable the diligent, or “ordering” party (which can be either the buyer or the seller), 做出明智的决定. The due diligence process should expand upon any information that the parties already hold but should also provide additional information that may affect the ultimate beneficial owner, 包括媒体报道, litigation, 执法行动, 或者是声誉问题. For buyers, thorough due diligence reduces the risk involved in purchasing another company. Adequate due diligence gives the buyer transparent oversight and equips a buyer 做出明智的决定 about whether to proceed, 调整条款, 或者走开.
I want to buy or sell a business—what should I do?
First, set up a meeting with an M&一个顾问. They can help you consider the particulars of your situation as you discuss specifically how they would advise approaching it. As they outline their methodology, you should be able to gain a sense of what your options are and what steps it makes sense for you to take.
Eric is a financial services professional with more than 14 years of experience as a sell-side, buy-side, and startup professional advising on debt and equity deals from $10 million to more than $1 billion. While at 阿波罗环球管理, he deployed more than $2 billion into funds across various structures and sectors.
Business Owners Considering Strategic Opportunities Need Mergers and Acquisitions Consultants
Despite a challenging economic environment, 2022 saw a return to robust mergers and 收购(M&A) activity, with transactions nearing pre-pandemic levels, according to The 2022 M&A Report 来自波士顿咨询集团. No matter which way the economy shifts, high demand for M&A specialists is likely to continue throughout 2023 and beyond.
It can be difficult to find the right M&A specialist for your project because it’s important to identify someone who not only has expertise, but also has familiarity with your specific needs, which can vary based on your sector, 贵公司的成熟程度, and whether you want to buy or sell—and why. While one of the most common M&A scenarios involves a retiring owner/operator wanting to sell their business, that’s just one of a myriad of reasons a business owner may want to pursue strategic M&一个机会. Other common reasons include acquiring a related or complementary business, merging with another business (which can include seller notes, stock for stock, and other equity considerations), or rescuing a distressed business 否则可能会失败. In each case, there may be nuances that only 合格的M&一个顾问—who’s worked on similar use cases—will understand fully.
In most instances, if your company is anticipating—or even just considering—any kind of M&一个事务, you’ll need to hire an expert from outside your business, since most stakeholders typically prefer an impartial specialist to help 开最好的车&A value, process, and transaction structure.
This hiring guide offers insights into how to hire the best M&一个顾问 for your particular needs.
What attributes distinguish quality Mergers and Acquisitions Consultants from others?
When you’re looking for a specialist, experience is the most important factor in ensuring a 成功的米&A process. Ideally, your candidate will have a minimum of 10 years of experience in executing M&As generally, as well as specialized sector experience relevant to your company or goals. The best M&一个顾问 are also creative and adaptable, as every M&一个事务 has unique circumstances, stakeholders, and process nuances.
In general, pay attention to a consultant’s experience in 执行事务, including their demonstrated ability to find the right counterparties—that is, prospective buyers or sellers, or companies seeking a merger—to close a deal. In addition to track records of brokering deals, candidates should have experience forecasting three to five years of financials and know how to use the best methods and data sources to drive accurate, attractive valuations for business owners.
How can you identify the ideal Mergers and Acquisitions Consultant for your project?
In addition to the requisite level of experience generally and substantial experience with your sector and use case specifically, 合格的M&一个顾问 must possess a variety of hard and soft skills.
技术技能包括:
金融建模 – M&一个顾问 should be proficient at 建立财务模型 to analyze and evaluate the financial implications of potential deals.
Valuation – To determine the fair market value of a company, M&一个顾问 should be able to use a variety of valuation techniques as situationally appropriate.
财务分析 – M&一个顾问 need to perform in-depth financial analysis of a company’s financial statements to identify strengths and weaknesses.
企业融资 – An M&一个顾问’s familiarity with the intricacies of concepts such as capital structure, 资金成本, and financial planning and analysis is key.
软技能包括:
良好的沟通 – The consultant will be working directly and extensively with management to articulate complicated concepts, as well as understanding and incorporating client feedback.
Research and presentation expertise – The consultant will need to perform a great deal of company- and industry-specific research as part of the M&A underwriting to facilitate a successful process. They’ll also need to be able to share their results in clear, easy-to-comprehend formats.
Creative critical thinking and writing – The consultant will need these crucial skills for presenting and supporting an argument persuasively, as well as for explaining the methods used.
项目管理 – The consultant will need good organizational skills, as any M&一个事务 involves a large number of stakeholders and counterparties who will need to be coordinated at various stages.
取决于你的M&一种情况, it may make sense to consider beginning the hiring process early—well before you sign a letter of intent (LOI). 许多企业雇佣M&A expert initially to investigate opportunities to buy competing or complementary companies, to outline what that acquisition process would look like, and/or to assist in developing a list of target companies to acquire. Likewise, sell-side companies may hire M&一个顾问 to take similar steps from their side, such as identifying prospective buyers.
How to Write a Mergers and Acquisitions Consultant Job Description for Your Project
First, clearly describe your business sector and goals, including the stage you’re at in the M&A process and establishing whether you’re buying or selling a company. This will help candidates with relevant experience self-select based on their knowledge base, as well as give them a better sense of the nature of the project.
Next, list the documents you think the M&A specialist may need to use. 在这个阶段, you don’t need to have these materials on hand and ready to go, but think about the steps necessary to acquire them and at what point in the data collection process you’ll want the M&一位专家介入. It’s also a good idea to compile a list of stakeholders the consultant will work with. Including information about the scope, intensity, and length of the work you need performed will help both you and potential candidates understand what realistic project deadlines and budgets might look like.
Finally, be clear about your expectations in terms of qualifications and experience, including any requirements for advanced or specialized expertise. Be specific about what you need.
What are the most important questions to ask when interviewing Mergers and Acquisitions Consultants?
By the time you’re ready to interview candidates, you’ll understand their education and prior positions, so you can delve directly into their experience and how it applies to your particular situation. Here are questions to consider asking candidates:
Can you describe your experience working on M&A deals?
Ask how recently their latest deal was executed and whether they have experience working on deals similar to the type you wish to transact. Expect each candidate to detail how they approached the case and pay attention to how detailed and specific their approach seems. The more familiar they are with your kind of use case—and the more recent their experience—the better suited they will likely be to your project.
How do you approach financial modeling for M&A deals?
金融建模 is one of the most important tools for an M&A advisor. You should inquire about how a candidate would approach modeling your business, specifying the types of deliverables you expect and investigating the candidate’s relevant experience. Don’t forget to ask them about their software skills too: 通常情况下,米icrosoft Excel will be the primary tool for M&A financial modeling, and deliverables will be provided in Excel or Google Sheets formats.
Can you describe your approach to valuation?
It’s important to understand how the interviewee would calculate the valuation of the relevant business, especially if it’s in a niche market such as fintech or the startup space. If you’re looking to buy a software company, for example, be sure your M&A expert understands how to value 无形资产 and is aware of other industry-specific nuances. While you may not be familiar with all of the available valuation techniques, the candidate should be able to explain what approaches they would use and why.
How do you conduct due diligence in M&A deals?
Nearly all processes will involve due diligence once a purchase or merger agreement has been signed. 行业/部门, 商业模式, 公司发展阶段, and other factors will drive specific diligence items, 但总的来说, you should expect the due diligence process to cover legal, financial, operational, and other key business lines of inquiry.
What steps do you follow in your workflow?
While no two deals are the same, a typical M&A process workflow typically includes the following steps:
Step 1: Define objectives and stakeholders.
Establish the purpose of the transaction—for instance, 卖掉一家公司, 收购另一家公司, or merge one business with another.
识别涉众.
Determine the methods and data sources most appropriate to the valuation objectives and stakeholders of the scenario.
步骤2:收集数据.
Compile information about the target business, including business operations, 管理结构, facilities, and anything else that’s relevant.
Aggregate all historical business financials and develop a financial model and projection.
Define sensitivities and risk scenarios.
Step 3: Conduct research and analysis.
Perform in-depth analysis of company documents, audited financial statements or tax returns, business operational information, 无形资产, macroeconomic and business-specific risk factors, 还有其他数据.
Research macroeconomic factors, industry- and business-specific economic factors, 行业趋势, and risk factors specific to the 商业模式.
Analyze the competitive positioning and go-to-market strategy, and create a business overview of the target company.
Analyze comparable public and private industry transactions and trading multiples.
Step 4: Define valuation targets.
Identify and implement valuation adjustments for specific business risk factors
Review the company’s description and market positioning as they relate to valuation.
Perform an industry-specific review and assessment of prevailing economic conditions and trends that may affect valuation.
Complete historical and projected financial statements in line with business valuation standards.
Consider, underwrite, and execute industry- and scenario-specific valuation methodologies using best practices. While there are many valuation methods a candidate or business can use, the three most common are comparable company analysis, discounted cash flow analysis, and precedent transaction analysis.
Validate all assumptions and results.
Arrive at a customized, comprehensive, and defensible business valuation or range of valuations.
Step 5: Create investment memorandum to buy or sell a target company.
起草一份初稿. Every investment memorandum will be nuanced for its unique business, 但一般来说, each should include an in-depth overview and analysis of the operations and competitive position of the target business, 行业概述, a financial analysis of historical and forecasted performance, 估值概述, an overview of the management team, and a description of the proposed transaction.
Revise the preliminary draft, as needed, per stakeholder input.
Issue the final report with customary disclaimers, representations, and warranties.
第六步:进行对话&A process.
Sell-side – Draft a potential investor list and reach out to them to solicit offers for the business.
Buy-side – Offer a bid for the target company.
Participate in negotiations to agree to key deal terms.
Prepare relevant documentation such as term sheets, 不具约束力洛伊斯, and formal purchase or merger agreements.
进行尽职调查.
Step 7: Close the merger or acquisition transaction.
设定一个时间表. Closing timelines will vary greatly, but once due diligence is completed, a small to medium business transaction can close quickly, while larger companies may face regulatory requirements to close that can take years to complete. The M&A expert may help the company develop 全力投入 plans at this stage as well.
Finally, be sure to evaluate a candidate’s interpersonal skills. A successful merger or acquisition process requires collaboration and trust between management and the M&一个顾问, so it is important to develop a rapport.
Why do companies hire Mergers and Acquisitions Consultants?
When business owners want to sell their company or a business division, acquire another company or business division, or merge with another company or business unit, they’ll typically turn to an M&A advisor to manage the process.
An M&A advisor is a financial professional with experience running all aspects of this type of transaction, including conducting research, 建立财务模型, determining company valuations, and drafting documents such as LOIs and investment memorandums, 以及征求报价, 谈判条款, 完成交易. In some cases, they will advise on 全力投入 too. 公司可能会雇佣我&A experts as early as the planning stage to help with initial exploration, research, 还有策略. 寻找M&A specialist who is the right match for your company’s transaction can help ensure that the complicated process is completed promptly, 有效地, 和专业.
