Claims of knowing many buyers or achieving high prices are insufficient when selecting an M&A adviser. First establish whom they contract with, who pays them, and whose position they take when interests conflict.

Sellers want a high price; buyers want terms justified by their investment. Both want completion, but their interests diverge over price and post-sale liability. Understand that structure when choosing support.

Intermediaries and one-sided FAs have different clients

An intermediary supports the transaction under engagements from both seller and buyer. FA means financial adviser; a one-sided FA contracts with and supports either seller or buyer. The diagram shows basic relationships; actual scope must be checked in the engagement.

The FA diagram shows advisers on both sides, but only one may appoint one. In a price dispute, the seller's FA examines terms from the seller's position. An intermediary engaged by both sides has a different role from pursuing only the seller's interests.

However, a one-sided FA does not eliminate all misalignment. Success-based compensation may encourage completion even when the client should walk away. Check compensation, responsibilities, and decision procedures when problems arise, not just titles.

Revisions to the SME guidelines emphasize explanations of fees, scope, and staff experience alongside intermediary conflict management. Disclosure of fees received from both sides helps clients understand the structure before engagement. SME M&A Guidelines and Related Materials

“A 5% fee” does not establish the amount payable

Before comparing rates, check the base: share price or another amount including debt? What is the minimum? Is an interim fee payable at preliminary agreement? Are payments due if the deal fails? These determine the total.

The following independent hypothetical illustrates differences, not actual fees or market rates. Assume share consideration of JPY120 million, company debt of JPY200 million, and a flat 5% rate, excluding consumption tax and other costs.

The same 5% gives different outcomes. The JPY200 million debt is not share consideration received by the shareholder. Including it in the fee base does not increase seller receipts to JPY320 million.

For tiered fees, check which rate applies to each band. Request a quotation using your expected price, alongside lower-price and cancellation-after-interim-payment scenarios, to understand the contract.

Recent administrative announcements illustrate how to view registration

At a ministerial press conference on January 24, 2025, METI announced cancellation of M&A DX's M&A Support Organization registration. It explained that introducing a buyer and completing a deal despite recognizing unsuitable financial circumstances violated the duty of care required by the SME M&A Guidelines. METI Ministerial Press Conference, January 24, 2025

This describes the cancellation and reasons announced then, not a determination of judicial liability or the company's entire current business. It nevertheless shows that counterparty verification and explanations can be problematic even with registered providers.

Registration is one piece of evidence, not a guarantee of staff competence, buyer finances, or transaction safety. Instead of asking only how dangerous buyers are identified, ask who verifies funding, at what stage, and from which documents.

Look at the person handling your deal, not just the firm's record

Even at a large firm, the presenter may not be the person doing the work. Many completed deals do not establish experience solving your issues. Check the scope of reported totals and the individual's role, and listen to their explanation of difficult problems.

If sales continuity after the owner's departure is uncertain but the adviser discusses only valuation, essential work is missing. A good adviser identifies unknowns and who can resolve them. Immediately answering every legal and tax question personally is not proof of competence.

These are pre-contract decision criteria, not a scorecard allowing quality to be determined from one answer.

Check scope and freedom to seek further advice

Introductions, information memoranda, price negotiation, scheduling, tax diligence, and legal contract review are different services. Rather than relying on “full M&A support,” document who does what and which work costs extra. Include access to lawyers for rights and obligations and tax accountants for net proceeds and filings.

The booklet's column “M&A and What Comes After”(p.12) also considers use of sale proceeds. Closing support and post-sale tax and life planning are not necessarily the same engagement scope. Check which advice you need is included.

Also read restrictions on consulting other advisers, direct negotiation with introduced counterparties, and fees arising after termination. Unclear counterparties, periods, and triggers can affect changing advisers.

The criterion is not who promises the highest price. Can they explain reasons and options when a price must fall, a risky buyer must be rejected, or the sale should be abandoned? Checking this clarifies what the fee pays for.