Why Seller Representation Matters in Mergers and Acquisitions

Consolidation is the hottest topic in the room, and the Compass and Anywhere Real Estate news only poured fuel on it. Deals like that create a ripple effect across the industry. The impact is not limited to the two companies involved. Buyers start thinking more seriously about scale, leverage, and speed. Sellers who have been on the fence start asking harder questions about timing and value while conditions still support a strong exit.

The writing is on the wall. This is not a slow trend anymore. It is velocity. That word has come up many times because it fits what sellers are feeling in real time. Things are moving faster, decisions are being forced sooner, and the cost of being unprepared goes up as the pace increases.  The Compass and Anywhere transaction is a clean example of what triggers that behavior. It was announced on September 22, 2025, and the companies announced completion of the deal on January 9, 2026. The timeline alone sent a message. Consolidation is happening, and it can move quicker than people expect.

When the market moves like that, potential sellers tend to react to noise. They get calls. They get messages. They get “quick interest” from buyers who are watching the same headlines. That is when many sellers make their most expensive mistake. They start the process without representation.

They assume they can handle it themselves because they know their business. They assume a buyer’s interest is a compliment, not a strategy. They assume the deal will be straightforward because everyone is being friendly. They assume the price is the only thing that matters. And they assume they will figure out the details later.  That is how money gets left on the table.

Representation matters in mergers and acquisitions for the same reason it matters in every high-stakes negotiation. The person across the table is not there to protect your outcome. They are there to protect theirs. That is not bad. It is the job. But it creates a simple question that every seller has to answer: who is in your corner?

Most sellers underestimate what actually drives deal outcomes.  It is not just valuation. It is structure. It is timing. It is risk. It is leverage. It is how the buyer writes the agreement, what gets added in the fine print, and what gets pushed into “standard terms.” It is how working capital is defined, how adjustments are calculated, what the earnout really requires, what happens if targets are missed, and what restrictions follow you after closing.

A buyer can pay a strong number and still win the deal if the terms shift the risk back onto the seller. That is where unrepresented sellers get hurt. They tend to focus on the headline price and miss what it costs to actually collect it.

Then there is the human part. Owners are emotionally attached to what they built. They carry relationships, loyalty to agents, and responsibility to staff. They want a buyer to “take care of people.” They want the brand respected. They want the right legacy. Those are real priorities, and they belong in the process.

But emotion is also a negotiating weakness when it is not managed. A buyer can sense urgency, fatigue, distraction, and attachment. They can use time pressure, uncertainty, or flattery to move you toward concessions you would never make if you were thinking clearly and calmly.

Representation protects you from that.

A good representative controls the process, not just the paperwork. They set the pace. They create competitive tension where appropriate. They keep conversations confidential. They filter noise. They force clear communication. They push for terms that match your real goals and make sure they are included in the negotiations. 

Just as important, representation changes the business landscape.  Most sellers only see the buyer in front of them. Representation brings the market into the room. It brings context. It brings comparable outcomes. It brings alternative paths. It brings options. Options create leverage, and leverage protects value.

This is where sellers who “FSBO” their brokerage or company often realize, too late, that they left money on the table. Not because they were careless. Because they were alone. They had no one to pressure-test the offer, challenge the assumptions, or negotiate from a position of strength.

Representation also prevents a different kind of loss: the loss of confidentiality.

In real estate, confidentiality is not a preference. It is protection. A sale process that leaks can create rumors, agent attrition, partner unease, and competitor interference. It can weaken performance at the exact time buyers want stability. It can reduce value before you ever get to the finish line.

That is why process management matters. You cannot run a business and run a confidential sale process at the same time without tradeoffs. Representation keeps the business stable while the deal work gets handled properly in the background.

Sellers also need representation because the buyer should not be the only party with negotiating influence.  While attorneys handle legal language, they may not understand the value of financial positioning. Accountants can validate financials, but may not understand the timing of  negotiating leverage.  Internal leadership may understand operations, but they are not objective when tensions rise.  Representation is the layer that ties it all together. It is the discipline of selling, not just the mechanics.

There are only a small handful of companies that specialize in mergers and acquisitions in the real estate industry and fewer still that specialize in seller focused representation.  They should be actively sought out and/or retained before starting the process.

Representation matters more now than it did in slower markets. In a market defined by velocity, the winners are the sellers who are prepared before they are pressured. Sellers don’t have to know the finer details, dedicated real estate M&A companies are knowledgeable of the entire process from start to finish.

They handle the full process from valuation to negotiation to due diligence to the closing table. They know the numbers, they understand how buyers think, and they protect the difference between a good price and a good deal. Most importantly, they run the process with precision so you stay in control and your business stays steady.

If you are thinking about selling, even quietly, the best time to get representation is far before the first buyer conversation becomes a real negotiation. That is one of the clearest takeaways from conversations throughout the industry. The sellers who are getting the best outcomes are not reacting to inbound interest. They are getting positioned before the noise turns into pressure. Once terms start forming, leverage starts shifting. Once a buyer believes they have you, the process gets harder to correct.

You do not need to be “ready to sell” to get ready. You need to be positioned. You need to know what your business is worth, what structures protect you, what buyers will push for, and what your exit should look like based on your goals. In a market moving at the speed we are seeing right now, waiting for certainty is usually what costs sellers the most.

Because in M&A, the deal you get is rarely the deal you were first shown. It becomes the deal you negotiated. And negotiation is exactly why representation matters.

Julia Jordan

CMO and Senior Partner