September 4, 2026 – Thomas J. Emmerling, PhD, CFA^®, CVA^® recently authored a guest column in Business First of Buffalo.

Don’t hire your investment banker…yet

As sure as the new football season is upon us, there isn’t a week which goes by without the receipt of an email, a direct mailing, or a phone call from someone asking if you have interest in selling your business. The message is primarily the same: a private equity firm or strategic buyer who’s identified your company as a target. If they’re good marketers, it’s usually flattering: we’ve been watching your business, we’d love to have a conversation, we move quickly. For many owners like you, that outreach may be the first real signal that a sale might be possible. It’s also the worst possible moment to start thinking seriously about one.

That inbound interest is often real, and increasingly common. An unsolicited offer, however serious it looks, isn’t a reflection of what the business is actually worth. Rather, it’s an opening position from a buyer with plenty of experience preparing for that conversation while the owner often has little to none. Responding to it without understanding that gap is how owners leave money on the table before a letter of intent is even discussed.

Adequate preparation reduces risk and drives the most value to the owner during a sale process.

Businesses that generate the strongest outcomes have owners which don’t rely upon luck. George Bernard Shaw said it this way, “The people who get on in this world are the people who get up and look for the circumstances they want, and if they can’t find them, make them.” Owners like these are well prepared before any offer arrives. That preparation has little to do with which advisor eventually runs a process, and everything to do with decisions made 18 to 36 months earlier, long before any buyer starts paying attention.

Owner-dependency is one of the clearest gaps. If the owner personally holds the key customer relationships or is the only one who understands why a certain vendor gets special terms, that doesn’t get resolved in the weeks after an offer comes through. It requires developing a deep bench so the business can demonstrate it functions without the owner in the room.

There’s tremendous power of knowing what a buyer will find, before they find it.

Every serious buyer will eventually run a quality of earnings analysis (QoE), examining normalized earnings, add-backs, and the sustainability of reported revenue. That will happen whether an owner is prepared or not; the only real choice is who runs it first. A sell-side quality of earnings analysis, commissioned before any process begins, answers those same questions on the owner’s timeline without deal pressure attached to the answers. An owner who skips that step is effectively finding out the answers in real time, in front of the buyer, during the highest-pressure weeks of the deal.

Preparation is the leverage, not the process.

According to the 2025 Pepperdine Private Capital Markets Report Broker Survey, 62% of reported deals between $5M-$50M in size had less than one year or no exit planning prior to business marketing. This survey and others often show that owners largely eschew extensive exit planning before attempting to sell their business. None of this is a case for or against any particular way of running a sale. Rather, it’s a case for sequencing. The businesses that command their full value are the ones that treated planning as a distinct phase that happens before any buyer ever reaches out.

The right question isn’t how to respond to the next unsolicited offer. It’s whether, by the time it arrives, the business is actually built to withstand the scrutiny that offer will bring.

To read the article on the Business First of Buffalo website, click here.  

Dopkins Capital Advisors LLC provides clients with comprehensive services covering mergers and acquisitions, business valuations, and business exit planning and execution. Our team of financial professionals, with focused expertise in accounting, tax advisory, investment banking, and wealth management, create a leverageable ecosystem to provide a full suite of capital advisory services.

Dopkins & Company, LLP also offers comprehensive accounting, auditing and tax services, forensic accounting, outsourced accounting, as well as wealth management consulting, internal audit support and capital advisory services to privately held and public companies, not-for-profit organizations and individuals.

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About the Author

Thomas J. Emmerling PhD, CFA®, CVA®

Tom counsels clients in exit planning and mergers and acquisitions, helping them navigate the complex and often lengthy process as businesses are transitioned to new ownership.