If you're a SaaS founder thinking about selling for the first time, the advisor landscape can be genuinely confusing. Brokers, M&A brokers, investment bankers, buy-side, sell-side — they all sound similar, and the distinctions matter more than most founders realize. Here's a quick rundown of what I tell founders when this comes up.
Brokers vs. Bankers: Who Works on What
The simplest way to think about it: brokers and bankers tend to work at different ends of the deal-size spectrum, and they tend to reach different kinds of buyers.
Bankers typically work on larger deals. In B2B SaaS, that usually means somewhere north of a couple million in ARR. They also tend to be specialized — and the specialization gets sharper the further up the revenue ladder you go. At Discretion Capital, for example, we focus on B2B SaaS and AI. Bankers who don't get out of bed for less than $50M ARR may go even narrower — software, but healthcare software only, or one specific vertical.
Brokers typically handle smaller deals and tend to be less specialized. A lot of brokers will work on info products, e-commerce shops, content sites, SaaS — basically anything internet-based. Names like Quiet Light, FE International, and Acquire.com (formerly MicroAcquire) operate in this space.
The other big difference is the buyer pool.
A broker — especially one running a marketplace like Acquire.com — is often selling to individuals, holdcos, and small search funds, with private equity or strategics showing up only occasionally. That makes sense given how they operate: a list of registered buyers, often fixed asking prices, blast emails to that existing list. It works for the deal sizes they handle. PE isn't going to buy an info product doing $100K/year, but an individual buyer or a holdco might.
Bankers are doing more active outreach to institutional buyers — private equity, strategic acquirers, growth equity. The work is more bespoke: research the universe of likely buyers, build a tailored outreach list, run a real process. That's why bankers cost more, and why they're worth it once your deal is large enough to attract that institutional buyer pool.
Sell-Side vs. Buy-Side: Whose Side Is Your Advisor On?
Once you've decided you need a banker, the next thing to understand is who that banker actually represents.
Sell-side means the banker works for you, the seller. They get paid when you close, almost always as a percentage of the sale price. Their job is to get you as much money as possible.
Buy-side means the banker works for a buyer. A big company decides it wants to acquire something in a specific category, hires a buy-side banker, and that banker goes out to source deals. If a buy-side banker calls you, they don't charge you anything — but their job is to get you bought as cheaply as possible.
This matters because you'll get cold outreach from buy-side bankers all the time. Some of it is real. A lot of it is, frankly, BS. The pattern goes: "We have a strategic acquirer interested in you," you hand over a bunch of data, and then "well, it wasn't quite the right fit, but by the way, we'd love to run a sell-side process for you." Sometimes the supposed buyer never existed in the first place. It's a lead-gen tactic.
The takeaway: you cannot trust someone else's banker to have your best interest at heart. Whether or not the buyer is real, that banker is paid to optimize for the buyer, not for you.
Conflicts of Interest: Things to Watch Out For
A few specific conflicts come up enough that they're worth flagging.
1. The same firm doing buy-side and sell-side work
Plenty of bankers do both. That's not inherently bad, but it creates a conflict when the banker has standing buy-side relationships with a bunch of acquirers and is also running your sell-side process. The temptation is to steer you toward their buy-side clients — because that's a client they want to keep happy, and possibly a deal they get paid on twice. There are disclosure rules around this, but you should ask directly.
2. The banker who has their own fund
This one is, in my opinion, a bigger problem. Some firms present themselves as sell-side advisors but also run their own buyout fund or holdco on the side. So you hire them to sell your business, and lo and behold — the best buyer turns out to be them.
It's the real estate agent equivalent of: "I want to sell my house." "Great, I know the perfect buyer — my buddy Tom." Even if Tom is genuinely the best buyer, you have no way of knowing whether the agent ran a real process or just routed the deal to Tom because that was the path of least resistance.
When you're talking to bankers, ask directly:
- Do you have your own buy-side fund or acquisition vehicle?
- Do you do buy-side work as well as sell-side? If so, how do you handle conflicts?
- If a buyer in your existing network ends up being the high bidder, how is that handled?
You don't necessarily have to walk away from a banker who answers yes to any of these — but you absolutely want to know going in, and you want to know how the process is structured to protect you.
TL;DR
- Below roughly $2M ARR, you're probably looking at a broker. Above that, you want a banker, and the bigger you get, the more specialized that banker can be (sub $15–20M ARR they're usually not).
- Bankers reach institutional buyers (PE, strategics) through active, tailored processes. Brokers usually reach individuals and holdcos through their existing buyer lists.
- Sell-side = working for you. Buy-side = working for the buyer. If someone else's banker is calling you, their job is to get you cheap.
- Ask any sell-side banker whether they also do buy-side work, and whether they have their own fund. The answers shouldn't necessarily disqualify them, but they tell you what conflicts you're navigating.
The right advisor is a huge factor in how a sale goes. Picking one without understanding these distinctions is how founders end up leaving real money on the table.
Discretion Capital is a sell-side-only investment bank. We don't run a fund, and we don't do buy-side work — our only job is to get you the best outcome.