Definition
A financial advisor is an investment bank (or other financial services firm) engaged by either the bidder or the target to provide:
- Strategic advice on deal structure and terms
- Valuation analysis
- A fairness opinion for the target board
- Deal execution support
- Sometimes also serving as dealer manager on the bidder side
Engagement structure
- Bidder side — financial advisor often paid a flat retainer plus a success fee tied to deal value
- Target side — typically a “running” retainer plus a success fee that increases at higher deal values; fairness-opinion fee is sometimes flat to avoid the appearance of conflicting incentives
Conflict considerations
Recent litigation has scrutinized cases where the same bank advised both sides or had financial relationships with both. Modern engagement letters typically include detailed conflict disclosures.