There is an implicit hierarchy in M&A advisory. The largest mandates receive the most senior attention, the most sophisticated process design, and the deepest investment in outcome. Businesses below a certain threshold are served by firms and teams for whom the mandate is, at best, a training ground and at worst, a distraction.

This is not a perception problem. It is a structural one. Large advisory firms are built around large fee pools. Their economics require that junior staff manage most of the work on smaller mandates, with senior oversight that is, in practice, light. The partner who pitches the business often has limited involvement in the execution. The team that executes it is learning on the job.

The mid-market is where most transactions happen

The overwhelming majority of transactions globally by volume are mid-market. These are founder-owned businesses changing hands after decades of building. They are family groups deciding whether to bring in institutional capital or sell outright. They are management teams navigating a buyout, a merger, or a strategic pivot. The stakes, measured in personal and financial terms, are often higher than in any large corporate deal.

And yet the advisory standard applied to these transactions is routinely lower. Not because the complexity is lower — it often is not — but because the fee is smaller and the institutional incentive to prioritise it accordingly.

What tier-one advisory actually means

Tier-one advisory is not a function of the size of the firm providing it. It is a function of who is in the room, how deeply they understand the business, and how rigorously they have thought through the process before the first counterparty conversation takes place.

At its best, it means a senior practitioner who has done this before, across deal types and market conditions, takes personal responsibility for every material decision in the process. It means the positioning of the business is designed, not improvised. It means the list of counterparties is curated, not scraped from a database. It means the negotiation strategy is thought through before the first number is exchanged.

None of that is exclusive to large transactions. But it requires an advisor who is structured to deliver it regardless of fee size. Boutique firms are better positioned to do this than large institutions, because their economics do not require volume. A boutique that takes on a mandate takes it seriously. It has no choice.

The right question to ask your advisor

Founders and owners considering an advisory appointment should ask one question above all others: who will actually be doing the work? Not who is pitching it, not who will sign the engagement letter, but who will be running the process day to day, speaking to counterparties, and sitting in the room when terms are negotiated.

If the answer is not the most senior person in the room during the pitch, the structure of the engagement deserves scrutiny. The mid-market deserves better than it typically receives. The firms that deliver it are the ones built for nothing else.

Family businesses in Asia occupy a unique position in the regional economy. Many of them have been built over two or three generations, through periods of extraordinary growth, regulatory change, and competitive disruption. They carry the values, the relationships, and the institutional knowledge of families who have been building for decades. They are also, increasingly, at an inflection point.

Growth requires capital. Capital, if sourced externally, requires a partner. And a partner means sharing control of something that has been entirely within the family's hands since it was founded. For many family business owners, this is not merely a financial decision. It is a personal one, carrying weight that no spreadsheet captures.

Why the conversation often starts too late

In our experience, families begin thinking seriously about external capital only when the business has already hit a constraint. The acquisition opportunity that cannot be funded internally. The competitor that has taken outside investment and is moving faster. The generational transition that has forced a conversation about ownership structure that was previously deferred.

By then, the family's negotiating position is weaker than it would have been. They are approaching potential partners from a position of need rather than strength. The terms they accept reflect that asymmetry.

What good partnership structure looks like

The structural decisions made at the time a partnership is formed shape the relationship for its entire duration. Governance rights, board composition, information obligations, drag-along and tag-along provisions, exit mechanics — these are not boilerplate. They are the terms on which the partnership will be tested when disagreement arises, and disagreement always arises.

We work with families to think through these structures before they enter negotiations, not during them. The time to decide what matters most to the family — operational control, management continuity, dividend policy, the right to buy back shares — is before a specific partner is at the table with specific terms. Once a deal is in motion, the leverage to shape those terms diminishes with each passing week.

Choosing the right kind of partner

Not all capital is equivalent. Private equity brings a return horizon and an exit mandate that may conflict with a family's intention to build over decades. Strategic investors bring synergies but also competitive interests that can complicate the relationship. Family offices and long-term institutional investors may offer more alignment but require a different kind of due diligence process.

The right partner for a given business depends on what the family is trying to achieve, over what time horizon, and what they are willing to give up to get there. That analysis belongs at the beginning of the process, not at the end of it.

The conditions under which a capital raise happens matter as much as the terms on which it closes. A founder who approaches the market from a position of urgency — cash runway shortening, a competitor well-funded, a window that feels like it is closing — will almost always accept worse terms than one who approaches it from a position of deliberate choice.

This is not a negotiating insight. It is a structural one. Investors read the situation. They know when a founder needs to close, and they price accordingly. The mechanics of term negotiation are, in large part, a function of who needs the transaction more. When the answer is obviously the founder, the investor's job is simply to be patient.

The terms that cause the most long-term damage

Three categories of terms create disproportionate long-term cost, and all three are negotiated more aggressively when founders are under time pressure.

Liquidation preferences determine who gets paid first in an exit, and at what multiple. A 2x non-participating preference on a large round can, in many exit scenarios, leave founders and early employees with substantially less than their headline ownership percentage implies. The math on this is rarely worked through at the time of signing, and often comes as an unwelcome discovery later.

Anti-dilution provisions protect investors against down rounds, but the breadth of that protection varies enormously. Full ratchet anti-dilution is rare but devastating. Broad-based weighted average is standard and manageable. The difference matters, particularly for businesses that operate in sectors where capital market conditions are cyclical.

What a properly run process looks like

A well-advised capital raise begins six to nine months before the business actually needs the capital. That timeline creates optionality. It allows the business to approach multiple investors in parallel rather than serially, which creates competitive tension. It allows management to run a process rather than respond to one. And it allows time to walk away from a term sheet that does not reflect the business's actual value and return to the market.

The advisor's role in this process is not to introduce the business to as many investors as possible. It is to identify the right investors for this business at this stage, prepare the materials that present it compellingly, manage the information flow and timeline to maintain competitive tension, and advise on the terms as they come in — not just on price, but on the structural provisions that will govern the relationship for years.

The question founders should ask before signing

Before accepting a term sheet, a founder should ask: how do these terms affect the next round? The round after that? A trade sale at the midpoint of our projected growth? An exit below our current valuation? The investor presenting the term sheet has almost certainly run those scenarios. The founder should too.

The conventional narrative about sell-side M&A is that success depends on identifying the right buyer and agreeing the right price. This is true, but it misses the more important point: the process itself determines who the right buyers turn out to be, and whether the price they offer reflects the full value of what is being sold.

A poorly designed process attracts buyers who sense they have leverage. A well-designed one creates the conditions under which buyers compete, move quickly, and price aggressively. The difference in outcome between these two scenarios is not marginal. It is often the difference between a transaction that felt good and one that was genuinely optimal.

Competitive tension is manufactured, not found

The most consistent variable in sell-side outcomes is competitive tension — the degree to which buyers believe they are competing against credible alternatives. When it is present, buyers move faster, accept more vendor-friendly terms, and submit higher offers. When it is absent, the process slows, terms migrate toward the buyer, and the vendor negotiates from a progressively weakening position.

Competitive tension is not something you find in the market. It is something you create through process design. The timing of information releases, the structure of bid rounds, the management of counterparty conversations, the use of exclusivity as a concession rather than a starting point — all of these are levers that an experienced sell-side advisor pulls deliberately. The best processes feel, from the buyer's perspective, like they are moving quickly and that the competition is serious. That feeling is engineered.

Narrative matters as much as numbers

Buyers do not pay for what a business is. They pay for what they believe it will become under their ownership. The sell-side advisor's job is to build a narrative that makes that future as compelling and credible as possible — and to make sure that narrative reaches the right people within each buyer organisation.

This means the information memorandum is not a document. It is a positioning exercise. The management presentation is not a summary of the financials. It is the moment at which the buyer decides whether they want to own this business. The site visit is not a due diligence formality. It is an opportunity to reinforce the narrative in a setting the vendor controls.

Why exclusivity is a concession, not a courtesy

One of the most consistent mistakes vendors make is granting exclusivity too early and for too long. Exclusivity removes the competitive tension that the process has spent months creating. Once granted, the buyer's posture shifts from competitive to diligent. Their lawyers find more issues. Their internal approval process takes longer. The price, having been agreed in principle, becomes the subject of revision rather than celebration.

Exclusivity should be granted at the latest possible point, for the shortest period that allows the transaction to close, and with clear milestones attached. It is a concession. It should be treated as one.

I have been working on infrastructure transactions in Southeast Asia for most of my career. The region has changed substantially in that time — in the sophistication of its capital markets, the capacity of its regulatory frameworks, and the ambition of its governments. The infrastructure gap, however, remains enormous, and the opportunity it represents for investors and advisors has, if anything, grown.

Infrastructure investment in Southeast Asia has historically been complicated by four structural challenges: political risk, regulatory opacity, currency exposure, and the difficulty of exit. Each of these challenges is real. None of them is as prohibitive as it was ten years ago, and the trajectory is broadly improving across the region, albeit unevenly.

Where the opportunity is most compelling

The energy transition is generating the most activity. Renewable energy — solar, wind, and increasingly green hydrogen — is attracting both strategic and financial capital at a scale the region has not seen before. The fundamentals are strong: falling technology costs, growing domestic power demand, government commitments to emissions reduction, and a financing environment that has become increasingly sophisticated in pricing these assets.

Digital infrastructure — data centres, fibre networks, tower portfolios — is the second major theme. The structural demand drivers here are long-duration and predictable: mobile penetration, cloud migration, e-commerce growth. The assets are attractive to infrastructure funds because they combine the yield characteristics of traditional infrastructure with growth profiles closer to technology.

What distinguishes transactions that close

After two decades of working on infrastructure transactions in this region, the variable that most consistently determines whether a transaction closes — and closes well — is not the quality of the asset. It is the quality of the process and the depth of the advisor's understanding of the specific counterparty landscape.

Government counterparties in Southeast Asia vary enormously in their sophistication, their decision-making processes, and their appetite for innovation in transaction structure. What works in the Philippines does not automatically work in Vietnam. What a Thai utility will accept in a power purchase agreement will differ from what its Indonesian counterpart requires. This granularity only comes from having done the work repeatedly, in market, over years.

The decade ahead

The next decade will see more infrastructure capital deployed in Southeast Asia than the last. The conditions are better, the investor base is more diverse, and the pipeline of projects is deep. The transactions that perform best will be the ones structured with genuine understanding of the local regulatory and counterparty environment — not the ones that apply a template developed elsewhere and hope it fits.

Joint ventures are one of the most common structures in Asia for bringing together businesses with complementary capabilities, market access, or capital. They are also one of the most reliably difficult relationships to manage once they are formed. The failure rate across the literature is consistently high — estimates range from forty to seventy percent depending on how failure is defined — and the reasons are largely consistent across industries and geographies.

The most important thing to understand about joint venture failure is that it is almost always structural. It does not arise because the partners turned out to be bad people or because the market conditions deteriorated beyond what either side anticipated. It arises because the governance structure, the economic arrangement, or the exit provisions were designed for the relationship that existed at signing, not for the relationship that would exist under stress.

The governance problems that destroy most JVs

Deadlock is the most common governance failure. When two equal partners disagree on a material decision and the agreement provides no mechanism for resolution, the joint venture stops functioning. Operating decisions get delayed. Management becomes paralysed. One or both partners begins looking for an exit. The business that was supposed to benefit from the partnership begins to suffer from it instead.

Well-structured JV agreements anticipate deadlock and provide for it explicitly. This means defining in advance which decisions require unanimous consent, which require a majority, and what happens when the required threshold cannot be reached on each category. It means building in escalation mechanisms — senior management review, independent expert determination, mediation — before going to the nuclear option of buy-sell provisions.

Economic misalignment — the slow-burning problem

Economic arrangements that seemed fair at formation often become sources of tension as the business evolves. Revenue-sharing ratios that made sense when the JV was small become contentious when the business is large. Capital contribution obligations that were manageable in the early years become burdensome for one partner as the business requires more investment. Transfer pricing between the JV and a partner's other businesses creates conflicts of interest that are difficult to resolve within the structure of the agreement.

The solution is not to anticipate every possible economic scenario — that is impossible. It is to build review mechanisms into the agreement that allow the economic terms to be revisited as the business evolves, within a framework that both parties have agreed in advance is fair. Periodic economic resets, based on objective criteria, reduce the accumulation of grievance that eventual triggers a crisis.

What the successful ones have in common

Joint ventures that work tend to share three characteristics. First, the strategic rationale is genuinely complementary: each partner brings something the other cannot replicate on its own, and that complementarity remains true over time. Second, the governance is designed for disagreement, not just for agreement. Third, the exit mechanics are clear, fair, and agreed before either party wants to use them.

The third point is the one most often skipped. Partners who are excited about forming a joint venture do not want to spend time designing its dissolution. But the time to design the exit is before either party needs one. The alternative is a negotiation conducted from adversarial positions, with the business caught in the middle.