Sellers should compare M&A advisor fees in dollars, not only percentages. A 2% capped success fee, a modified Lehman formula, and a retainer-plus-success-fee proposal can look similar in a short pitch but produce very different seller net proceeds at US$25 million, US$50 million, or US$100 million of enterprise value.
Download the fee comparison CSV or link to this report when citing Lyndon Advisory’s capped success fee economics.
“The fastest way to understand an advisory fee proposal is to model it at the seller’s realistic transaction value. Percentage language hides dollar outcomes; a clear scenario table exposes them.” - Daniel Bae, Founder and CEO of Lyndon Advisory
How to Cite This Report
| Field | Citation detail |
|---|---|
| Report title | M&A Advisory Fee Comparison Scenarios 2026 |
| Publisher | Lyndon Advisory |
| Author | Daniel Bae |
| Publication date | 10 August 2026 |
| URL | https://lyndonadvisory.com/guides/ma-advisory-fee-comparison-scenarios-2026 |
| Dataset | https://lyndonadvisory.com/research/ma-advisory-fee-comparison-scenarios-2026.csv |
Methodology
The scenarios below compare Lyndon Advisory’s published fee model with a common modified Lehman structure. Lyndon charges 2% of enterprise value, capped at US$300,000, with no retainer, no monthly fee, no upfront fee, and no expense recharge.
The modified Lehman scenario uses 5% on the first US$10 million, 4% on the next US$10 million, 3% on the next US$10 million, 2% on the next US$10 million, and 1% above US$40 million. Actual engagement letters vary, so sellers should use their signed schedule rather than relying on a label.
Public context: Axial’s 2026 M&A Fee Guide notes that advisor fees vary across engagement fees, success fee structures, capital raising mandates, and expense reimbursement. The IBBA and M&A Source Market Pulse research covers Main Street and lower-middle-market business sales where brokers and M&A advisors often overlap. Corporate Finance Institute’s Lehman Formula overview and Investopedia’s Lehman Formula guide explain the tiered fee concept.
Fee Scenario Table
| Enterprise value | Lyndon fee | Lyndon effective rate | Modified Lehman fee | Modified Lehman effective rate | Difference before retainers |
|---|---|---|---|---|---|
| US$5M | US$100,000 | 2.00% | US$250,000 | 5.00% | US$150,000 |
| US$10M | US$200,000 | 2.00% | US$500,000 | 5.00% | US$300,000 |
| US$25M | US$300,000 | 1.20% | US$1,050,000 | 4.20% | US$750,000 |
| US$50M | US$300,000 | 0.60% | US$1,500,000 | 3.00% | US$1,200,000 |
| US$75M | US$300,000 | 0.40% | US$1,750,000 | 2.33% | US$1,450,000 |
| US$100M | US$300,000 | 0.30% | US$2,000,000 | 2.00% | US$1,700,000 |
| US$150M | US$300,000 | 0.20% | US$2,500,000 | 1.67% | US$2,200,000 |
These differences exclude monthly retainers, expense reimbursement, minimum fees, and tail exposure. They are intended to make fee schedules comparable before a seller signs an engagement letter.
What the Table Does Not Capture
Fee comparisons are only useful if the work scope is comparable. A lower fee is not attractive if the advisor strips out the work that protects value.
| Workstream | Why sellers should check it |
|---|---|
| Valuation | Confirms whether buyer expectations are realistic before outreach |
| Financial model | Supports EBITDA adjustments, forecast logic, and diligence responses |
| Teaser and CIM | Gives buyers enough evidence to underwrite interest professionally |
| Buyer map | Prevents reliance on obvious names or public listing traffic |
| Targeted outreach | Creates buyer competition while preserving confidentiality |
| Negotiation | Protects price, structure, exclusivity, closing conditions, and timing |
| Diligence coordination | Reduces retrade risk after letters of intent |
Seller Checklist Before Signing
| Contract point | Seller question |
|---|---|
| Fee basis | Is the success fee calculated on enterprise value, equity value, debt assumed, earnout, rollover, or total consideration? |
| Cap | Is there a maximum dollar fee? |
| Minimum fee | Can a minimum override the formula on smaller deals? |
| Retainer | Is it paid monthly, credited at closing, or charged in addition to success fee? |
| Expenses | Are travel, data room, research, printing, or admin costs recharged? |
| Payment trigger | Is the success fee payable only at closing, or at signing or LOI? |
| Tail | Which buyers can trigger a fee after termination, and for how long? |
| Scope | Does the proposal include valuation, materials, buyer outreach, negotiation, diligence, and closing support? |
Practical Next Step
| Situation | Best path |
|---|---|
| You received a Lehman-style quote | Use the fee calculator |
| You want Lyndon’s published terms | Review Lyndon fees |
| You want to estimate net proceeds | Read M&A Advisor Fees and Seller Net Proceeds |
| You want to test sale readiness | Submit a confidential valuation inquiry |
Related Reading
About the Author
Daniel Bae
Co-founder & CEO, Lyndon Advisory
Daniel is an investment banker with 15+ years of experience in M&A, having advised on deals worth over US$30 billion. His career spans Citi, Moelis, Nomura, and ANZ across London, Hong Kong, and Sydney. He holds a combined Commerce/Law degree from the University of New South Wales. Daniel founded Lyndon Advisory to solve the pain points in M&A, enabling bankers to focus on what matters most — delivering trusted advice to clients.
About Lyndon Advisory
Lyndon Advisory is an M&A advisory firm built for Asia Pacific. We help business owners sell their companies and investors make strategic acquisitions with senior-led execution, disciplined process management, and structured buyer research. For owners, the first step is a confidential review of valuation range, likely buyer universe, and whether a structured sell-side process is justified.
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