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Guide for M&A professionals

How an Attorney Finds Buyers the Client Has Never Heard Of

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An M&A attorney finds unknown buyers by starting from acquirers that have recently closed deals in the client's sector, not from the client's memory. The owner knows competitors, a few suppliers, and whoever has sent a letter. The attorney's job is to build a list from acquisition behavior, screen it against the client's constraints, and let the client approve every name before any contact.

Why the client's own list is the wrong starting point

Every owner comes to the first meeting with a list. It is short, and it is biased in predictable ways. It contains the two or three direct competitors the owner has been watching for a decade, the large customer who once mentioned vertical integration, and the acquirer who sent an unsolicited letter last spring. Some of them belong on the final list, but each already has a reason to pay less than full value. The competitor knows the owner's weaknesses. The customer wants the margin for itself. The letter writer approached first precisely because it hoped to buy without competition.

The buyers who can change the process are the ones with capital, a thesis, and no prior relationship. A private equity firm that bought a company in an adjacent service line fourteen months ago and is now looking for its third add-on may value the client on what it adds to a platform, not only on what it costs to run. A family office with a long hold period and an operating partner from the industry may pay for stability that a financial buyer discounts. None of these groups appear on the owner's list, because the owner has never been on the other side of their outreach.

The attorney who takes the client's list as the universe may run a process among buyers who are already anchored low. The attorney who treats the client's list as one input among several has a better chance of finding buyers with a different view of value.

Starting from closed transactions, not from logos

A buyer's past acquisition activity is a useful screening signal because it shows that the buyer has acted, not merely stated an interest. A buyer that closed an acquisition in the client's sector within the past two years may already have an investment thesis, a diligence process, and a management team interested in another deal. Those are useful hypotheses to test, not guarantees of interest or price.

This is why the attorney should begin with a database organized around acquisition activity rather than around firm names. The question to ask of any prospect is not "does this buyer say it likes industrial services" but "what did this buyer actually buy, when, at what size, and in what geography." A platform that has closed three add-ons in the Southeast in the last eighteen months is a different prospect from a fund that announced a sector focus but has never closed. The attorney should verify the underlying record before treating it as current.

For a client with $4 million of EBITDA in a niche distribution business, the first pass might produce two hundred names: private equity platforms in the same vertical, portfolio companies of those platforms that are actively adding on, public and private strategics that have bought companies of similar size, and family offices with disclosed holdings in the space. That is an illustrative raw list. The work from here is narrowing.

Screening the raw list against the client's constraints

The second pass belongs to the attorney and the client together. The attorney brings the list and the questions. The client brings the knowledge of who should never see the book.

The screening questions are concrete. Has this buyer acquired a company of this size, or only companies ten times larger? Do its last three deals suggest it would pay for the client's customer concentration or run from it? Is this buyer a direct competitor whose diligence team would learn too much from the CIM even if the deal failed? Is its hold period compatible with what the client wants for employees and second-generation managers? Is its geography compatible with the client's footprint, or would the client be a bolt-on in a region the buyer has never operated in? When a prospective buyer is a competitor, the firm should also limit competitively sensitive information and use appropriate confidentiality, clean-team, redaction, or aggregation safeguards as counsel advises. [1] [2]

The client's veto is absolute at this stage, and it should be exercised name by name. An owner who removes a competitor from the list for confidentiality reasons is making a business judgment the attorney should respect. An owner who removes a buyer because of a personal grudge from a trade show in 2014 should be asked whether that grudge is worth leaving a bidder out. Either way, the decision is the client's, and it is recorded.

A good second pass takes the list from two hundred to somewhere between forty and seventy. That is an illustrative working range, not a measured benchmark. The right list is the one the attorney and client can qualify, protect, and work.

Tiering the approved list for outreach

Not every approved buyer is contacted the same way or at the same time. The attorney should sort the approved list into tiers before the teaser goes out.

The first tier is buyers whose recent closings most closely resemble the client: same vertical, similar size, same ownership transition. These receive the teaser in the first wave and the associate follows up by phone within days. The second tier is credible but less obviously aligned: adjacent sectors, larger typical deal size, financial buyers without a platform yet. They receive the teaser in the same wave but get a lighter follow-up. The third tier is strategic buyers and competitors the client approved with reservations. They may receive the teaser only after the first tier has responded, so the client can see what the process looks like before the riskier names are in it.

Tiering has a second purpose. When the client asks in week three why a particular buyer has not responded, the attorney can answer with the tier, the date of the teaser, the date of the follow-up, and the response, rather than from memory. A list with no structure produces a process with no accountability.

What the associate does each day of the outreach

Finding buyers is a research task. Reaching them is a logistics task, and the firm should treat it that way. A single associate, working from a tiered list with a contact name, an email, and a phone number for each buyer, can send the teaser to the full first tier in a morning and follow up by phone over the next three business days. The teaser is blind. It names the sector, the size, and the opportunity, not the client.

Each contact is logged: who was reached, when, what they said, whether they requested the NDA. Buyers who request the NDA move to the offers phase. Buyers who decline are asked why, and the answer is recorded, because a pattern in the declines, such as too small, wrong geography, or customer concentration, is information the client needs before the IOI deadline.

The partner's involvement at this stage is light. The partner reviews the tiered list before launch, approves the teaser, and reads a weekly summary. The associate runs the outreach. The paralegal keeps the NDA log current. This is the division of labor that makes an attorney-run process possible without a banker's staff.

The thing to do this week

Take one business client who has mentioned selling in the next few years. Ask the client to write down every buyer the client can name. Then build an independent list from recent closed transactions in that client's sector and size range. Compare the two. The buyers on the second list and not the first are the ones the client would never have reached on its own, and they are the reason an attorney-run process can produce a different process from an inbound letter.

How Acquivo Pro fits

Acquivo Pro can help the attorney build a raw buyer list using documented acquisition criteria for private equity, strategic, and family office buyers. That is an evidence-safe description of the matching workflow, not a claim that a particular buyer will respond or that a database total is independently verified. The platform reads the client's data room, company website, and questionnaire and produces a prospect list tailored to that client, which the attorney and the client then screen, tier, and approve name by name. Outreach, NDA requests, and responses are tracked in the same pipeline for every client the firm is running. Software prepares, organizes, matches, and tracks; the attorney and the client decide and act. To walk through a process on a client you have in mind, request a demo through the Contact page.

Key Points

  • The buyers who can change a sale process include private equity platforms, add-on acquirers, and family offices the owner has never met.
  • A buyer's recent acquisition activity is a useful screening signal, but it does not guarantee interest, price, or fit.
  • The client should approve or veto every buyer on the list by name before any contact is made, and the decision should be recorded.
  • When a prospective buyer is a competitor, counsel should consider safeguards that limit competitively sensitive information during diligence. [1] [2]
  • An M&A attorney can test the value of independent buyer research this week by comparing a client's own list with a list built from closed transactions.

Sources and references

Source retrieval dates record research access, not article publication. Read our editorial and date policy.

  1. [1] Avoiding antitrust pitfalls during pre-merger negotiations and due diligence · Accessed
  2. [2] Suspensory Effects of Merger Notifications and Gun Jumping · Accessed

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