Sellers seek the highest possible price and limited post-sale liability. Buyers seek a lower price and protection if problems emerge. Even with a shared goal of transferring the company, interests conflict over terms.

A typical M&A intermediary is engaged and paid by both sides. It is natural to ask whether the same person can support both.

Intermediation has structural conflicts of interest. That is distinct from saying the model is automatically unlawful. Japan's SME M&A Guidelines recognize the issue and establish explanation requirements and prohibited conduct.

Why, then, is it permitted rather than prohibited? Is it unique to Japan? Let us compare internationally while distinguishing M&A from real estate.

Who pays and whose interests are served are separate questions

First distinguish three relationships.

The term “double-sided” does not clarify whether it means one person, different people within one firm, or fee sharing between separate firms. Overseas “dual agency” may also differ legally from Japanese intermediation.

Comparing “one-sided overseas, double-sided in Japan” without aligning definitions treats different structures as identical.

Conflicts become visible in price negotiations

Consider a hypothetical. The seller wants JPY300 million and the buyer offers JPY250 million. Privately, the seller tells the intermediary they would accept JPY260 million, while the buyer tells the same person they could pay JPY290 million.

Knowing both bottom lines, which price should the intermediary pursue? Seeking JPY290 million for the seller and JPY260 million for the buyer cannot both be achieved.

A transaction coordinator can exist. But treating that role as a dedicated negotiator maximizing your terms creates mismatched expectations.

Beyond conflicts between clients, the intermediary's own interests may conflict with theirs. A success fee may motivate completion even when walking away is better for the seller. Favoring repeat acquirers is another distinct concern.

Japan is not ignoring the problem as harmless

The third-edition SME M&A Guidelines announcement specifies prohibited conduct, including favoring those paying additional fees or repeat clients, and steering matches or prices against parties' wishes. It also calls for these restrictions to become contractual obligations. METI: Announcement of the Third-Edition Revision

The approach assumes intermediation exists, requires conflict disclosure, and restricts improper conduct. Calling oneself an intermediary does not permit unrestricted use of both sides' confidential information or unfair favoritism.

However, the official materials reviewed do not establish a single legislative reason for not banning intermediation entirely. The guidelines are not a law newly authorizing the model.

In practice, a single contact for sourcing and scheduling may consolidate communications and procedures. This is an inference from the structure. Without comparative data, one cannot assert that intermediation is always cheaper or that separate FAs are unviable for small deals.

The role contemplated by the framework and the best support model for a particular client should be assessed separately.

International M&A comparison: U.S. legislation also contemplates involvement on both sides

U.S. federal securities law provides a broker-registration exemption for M&A brokers handling qualifying transfers of control of private companies and similar transactions. Its conditions address representation of both seller and buyer.

Without clear written disclosure and both parties' written consent, that exemption is unavailable. The law does not treat dual involvement as categorically impossible. 15 USC 78o(b)(13)

However, this isThese are conditions for the relevant M&A broker registration exemption, not blanket permission to receive fees from both sides in all transactions or statistics showing the model is common in the United States. Other exemption conditions and state laws require separate review.

The FCA's conflict rules refer to M&A advice within covered activities and require a framework to identify, prevent, or manage conflicts. Disclosure is a last resort where controls are insufficient, not an easy substitute for management. Coverage depends on firms and activities, so this does not describe all UK M&A providers uniformly. FCA Handbook — SYSC 10

The comparison shows that Japan is not alone in permitting involvement that creates conflicts. However, whether dual fees are unusually prevalent in Japan requires cross-country data using consistent definitions. Regulatory frameworks should not be equated with culture.

What about real estate? Rules differ even within the United States

Japanese real estate brokerage contemplates fees from both sides, subject to statutory limits and other rules. For leases, for example, MLIT explains the combined maximum received from both clients. MLIT: Consumer Guidance

Overseas systems are not uniform either.

Source: California DRE guidance and California Civil Code Section 2079.16 and Florida Statutes Section 475.278 and Singapore CEA consumer guidance and RICS standards for UK commercial investment property。

Singapore addresses whether one person can adequately protect both parties by separating representatives. California permits dual agency with disclosure, while Florida limits the role. Prohibition, consent, and role limitation are different designs.

These property rules cannot simply be treated as M&A regulation, but they inform consideration of conflict management.

Signing consent does not eliminate conflicting interests

Signing that conflicts were explained does not change the seller's desire for a higher price or the buyer's desire for a lower one. Explanation is necessary but may not itself prevent improper steering or misuse of confidential information.

We believe that, beyond formal consent,securing someone to review terms from your own perspectiveis important, because the same outcome on price, indemnities, or guarantee release does not necessarily benefit both sides.

Even when using an intermediary, tax professionals can verify after-tax proceeds and your own lawyer can review indemnities and guarantees. Confirm before contracting whether independent review can be commissioned.

As policy, clients should be able to compare not only fees but support roles, fee arrangements and repeat relationships that may encourage favoritism, and opportunities for independent review. Choosing intermediation should not mean losing access to advice for your own interests.

Ask not whether intermediation is inherently reassuring, but what it can do and what you must verify separately. Understanding that boundary is the starting point for choosing advisers when entrusting your company to another owner.