When you’re considering selling your mid-market education software company, one of the critical decisions you’ll face is which professionals, if any, to involve in the transaction. Typically, sellers consider involving brokers, lawyers, and sometimes accountants. Let’s walk through each to explore their value in your M&A process.
Brokers: Valuable Guides or Auctioneers?
Your experience with brokers will vary significantly based on their role in your transaction. Generally, brokers come in two types:
- Broker as a Guide:
A few rare brokers can be exceptional guides, especially for first-time sellers. The best ones we’ve encountered go deep in helping sellers truly understand and articulate what’s most important to them (see here for our research on seller priorities). Often, their extensive networks prove valuable, particularly when your company might not check every box that public or institutional buyers typically expect. In such cases, these brokers help direct the conversation toward buyers who genuinely appreciate your business. Our experiences in these scenarios have been overwhelmingly positive and we’ve found such brokers worth every penny of the commission they’ve earned.
- Broker as an Auctioneer:
More commonly, brokers take on the role of auctioneers—skilled at generating competitive bidding environments aimed at maximizing sale price. This can be a valuable path, especially for sellers whose primary objective is to achieve the highest possible valuation. However, it’s worth noting how incentives can influence the process. Brokers are typically compensated based on price and are often no longer involved once the deal closes. In many cases, they’ll present optimistic price expectations up front in order to secure an exclusive mandate. But once that exclusivity is in place, it’s not uncommon for those expectations to be walked back as offers come in—leaving sellers in a reactive position, comparing trade-offs under time pressure and potentially feeling boxed into decisions they hadn’t anticipated.
To be clear, there’s nothing wrong with pursuing top dollar. But sellers who care deeply about continuity, legacy, and long-term stewardship should consider how different buyers plan to operate the business going forward and should make sure their broker pays attention to such requirements as well when navigating buyer prospects.
Broker fees are typically around 5% of the purchase price, often with upfront retainers. While some brokers prepare detailed pitch decks and CIMs, we’ve found that candid conversations, clean financial summaries, and open dialogue lead to faster, more productive outcomes—and often spare sellers the time and cost of a highly engineered sale process.
It’s also important to recognize that buyers conduct their own selection process. The way a broker engages with potential acquirers can significantly influence whether serious buyers choose to participate—or opt out. At Continuum, we look for sellers who value not only a fair price, but also the long-term health of their company, the well-being of their employees, and the continuity of customer relationships. While we’re rarely the highest bidder, we’re also not the lowest. We aim to pay fair, market-aligned prices and to be steady, thoughtful stewards of the businesses we acquire.
When a process becomes purely about maximizing price through aggressive bidding, we typically step back. That said, there are brokers who understand that a successful outcome is about more than just price—who work to ensure alignment between seller goals and buyer values. If you choose to work with a broker, we encourage you to clearly articulate your priorities from the beginning and ensure your advisor shares your vision for the company’s future.
Lawyers: Critical to Successful Transactions
Unlike brokers, involving a highly qualified M&A lawyer is essential. You might initially think a less experienced lawyer gives buyers an advantage, but in reality, experienced M&A lawyers streamline negotiations and understand standard, fair practices.
We’ve seen deals collapse because sellers relied on general practice attorneys unfamiliar with M&A norms. A qualified M&A attorney ensures negotiations stay focused on genuinely important terms, avoids unnecessary conflicts, and facilitates a smooth process. Yes, great M&A lawyers can be expensive—but their value significantly outweighs the cost. They understand what’s market standard, thereby saving time, money, and stress.
Accountants: Usually Optional
Finally, accountants rarely play a critical role in our transactions. Typically, detailed billing files, financial statements, bank records, and straightforward seller discussions provide enough clarity to understand the company’s financial health. While small companies or sellers less familiar with financial details may occasionally benefit from accountant involvement, in about 95% of deals, we’ve found accountants unnecessary.
Bottom Line
When selling your mid-market education software business:
- Brokers: Consider their role carefully. If your priorities focus entirely on maximizing price, then they can be highly beneficial. If not, direct engagement with buyers may serve your interests better.
- Lawyers: Always engage a highly qualified, experienced M&A attorney. Their expertise is invaluable.
- Accountants: Usually unnecessary unless financial clarity is significantly lacking.