When you sell a business, someone represents the buyer and someone represents you. These roles matter because they determine whose interests are being advocated, who has what information, and who controls the negotiation process.
In most business sales, there’s a buyer’s rep, a seller’s rep, and sometimes a dual agent. But a growing number of sellers are representing themselves with online tools and professional advisors. Understanding the dynamics helps you navigate negotiations and protect your interests.
The Buyer’s Rep
A buyer’s rep is typically a business broker or intermediary hired by the buyer. Their job is to find and vet deals for the buyer, negotiate on the buyer’s behalf, and make sure the buyer isn’t overpaying or taking on hidden risks.
The buyer’s rep’s incentives are clear: get the best deal possible for their client. Lower price, more favorable terms, more protection against post-sale risk. They’ll negotiate hard on everything—valuation, structure, earnouts, non-competes, warranty survival periods.
From your perspective, the buyer’s rep is an adversary. They’re trying to minimize what you get paid and maximize what their client (the buyer) gets out of the deal. That’s their job.
The thing is, the buyer’s rep usually has information advantages. They’ve represented multiple buyers, they know what deals typically look like, they know what’s negotiable. If you don’t have your own rep, you’re negotiating with someone who’s done this dozens of times before.
The Seller’s Rep
A seller’s rep is typically a business broker, M&A advisor, or consultant hired by you. Their job is to represent your interests, help you understand deal terms, and negotiate on your behalf.
A good seller’s rep brings similar advantages: experience with many deals, knowledge of what’s market, ability to see through aggressive buyer terms, and negotiation skills. They help level the playing field.
Seller’s reps are usually compensated either through success fee (commission on the sale price) or hourly/flat fees. If they’re taking commission, they have incentive to get you the best price because they make more money if the price is higher.
The trade-off: seller’s reps cost money. A commission-based rep might take 8-12% of the purchase price. An hourly rep might charge $150-300/hour. That’s significant.
Dual Agency (And Why It’s Problematic)
Sometimes a single broker represents both the buyer and the seller. This is called “dual agency” and it creates a conflict of interest.
A broker in dual agency is supposed to represent both sides fairly. But in practice, they can’t fully represent both sides because their interests are in getting a deal done that pleases both parties—which usually means splitting the difference. And there’s incentive pressure to encourage both sides to accept terms quickly.
From your perspective, dual agency means the other side (the buyer) has someone working in their interests while you don’t have anyone specifically advocating for you. Even if the dual agent says they’re neutral, they have a business incentive to close the deal, which might not align with getting you the best terms.
Many states allow dual agency only with written consent from both parties. If a broker wants to represent both sides, you should push back and get your own rep. The risk of dual agency outweighs the commission savings.
Self-Representation with Online Tools
A growing option is representing yourself with online tools and hiring professionals as needed. Instead of hiring a business broker to manage the sale, you:
- List your business on online marketplaces yourself
- Handle initial buyer inquiries yourself
- Hire an attorney to review the Letter of Intent and Purchase Agreement
- Hire an accountant to review financial terms
- Negotiate directly with the buyer or the buyer’s rep
This approach gives you control and saves on commission. But it requires you to understand deal terms, be comfortable negotiating, and know what’s market.
Some sellers do this successfully. Others find it overwhelming. The question is: do you want to be hands-on in the selling process, or would you prefer to hire someone to manage it?
What Information Is Shared
Here’s a critical point: what information gets shared to whom can be very different depending on representation.
If you have a seller’s rep, confidential information goes to your rep first. They review it, advise you, and then share what’s needed with the buyer’s side. Your rep can limit exposure of sensitive information.
If you’re represented by a dual agent, information flows more freely between sides, which is good for closing quickly but means less control over what gets exposed.
If you’re representing yourself, you decide what information to share. That’s control, but it also means you need to be careful not to overshare things that could hurt your negotiation position.
The Practical Dynamics
In a typical negotiation:
- Buyer’s rep pushes for lower price and more favorable terms
- Seller’s rep pushes back, negotiates for your interests
- You and buyer don’t talk directly; reps handle negotiations
- Everything goes through the reps
This can be good because emotions don’t derail negotiations. But it also means you’re not directly controlling the conversation.
If you represent yourself:
- You talk directly with the buyer or buyer’s rep
- You’re in control of what you say, but you need to be careful
- You need to understand deal terms well enough to negotiate effectively
- You might be at a disadvantage against an experienced buyer’s rep
When to Have Representation
For a small business sale under $250K with straightforward terms, self-representation or limited professional help (just an attorney for legal review) might work.
For a sale over $250K, with complex terms, or if you’re uncomfortable negotiating, get a seller’s rep. The cost is worth the protection and the better terms you’ll likely negotiate.
For any sale where the buyer has professional representation, you should too. Don’t negotiate against a buyer’s rep without your own advocate.
The Key Point
Know who’s on which side and what their incentives are. A buyer’s rep is trying to maximize their client’s benefit. A seller’s rep is trying to maximize yours. A dual agent is trying to close the deal, which might not align with your interests. And if you’re representing yourself, make sure you understand the terms and feel confident negotiating.
You don’t need to have the slickest negotiator or the most aggressive rep. But you do need to know whose interests are being advocated at the table. And you need someone in your corner who’s looking out for you.
Whether that’s a hired rep or yourself with professional advisory support, make sure you have proper representation. It makes a meaningful difference in the terms you end up with.