A reflection addressed to the tax advisers and accountants who guide entrepreneurs through sale processes. Their role is decisive, and this letter seeks to build bridges between advisers and investors.
Dear tax adviser,
I am writing because you are, probably, the most influential person in a business sale decision that has not yet been made. Not the lawyer. Not the financial intermediary. You.
You have managed the company’s books for fifteen or twenty years. You know the real numbers. And when your client — the entrepreneur who trusts you more than anyone — begins thinking about selling, the first person they call is you.
That position of trust gives you an enormous responsibility. I would like to share some observations from the buyer’s side that I hope you find useful.
Advance preparation. The best advisers prepare the company for an eventual sale years before the process begins — cleaning accounts, ensuring tax-efficient corporate structure, documenting contingencies, and formalising related-party contracts.
Proactive transparency. The adviser who tells the buyer “look, there’s a tax contingency from such year, it’s provisioned, here’s the documentation” generates infinitely more trust than one who waits for the auditor to find it.
Understanding of the process. The adviser who understands how M&A works — phases, timelines, required documentation — can guide their client effectively.
Role separation. The tax adviser provides tax analysis and accounting information. They are not a price negotiator or financial intermediary. The best advisers know the limits of their role.
Overprotection. “Don’t sell, they’ll fleece you on taxes.” These phrases, born from loyalty, can deprive the entrepreneur of a legitimate opportunity. A good adviser designs the structure that minimises tax impact — they do not discourage the deal because of taxes.
Opacity. Resistance to sharing information with the buyer delays the process and generates mistrust. In the middle market, trust is everything.
Interference in negotiation. Tax advisers who attempt to negotiate the deal price without M&A experience typically produce rigid positions, misunderstandings, and unnecessary deadlocks.
Undeclared conflicts of interest. Sometimes the adviser has a personal interest in the deal not closing — losing the client, losing the recurring accounting work. These conflicts are human and understandable but should be declared, not acted upon silently.
I propose that you protect your client better. Protect them by preparing their company to be sellable. By being transparent with potential buyers. By recommending specialised advisers when the deal requires it. By opening a constructive communication channel with the buyer.
We are not the enemy. We are people who want to buy a good company at a fair price and who need to trust that the information we receive is reliable. If the seller’s adviser and the buyer work as allies of the process — each from their role — the outcome is better for everyone.
If you are a tax adviser with a client who is considering their options, I invite you to a conversation. No commitment, no cost, no pressure. The best deals we have closed started with a call from the tax adviser.
With respect and gratitude,
Dirk Manuel Martens Jimenez Founder, Blue Mountain Capital
Founder of Blue Mountain
Over 15 years investing in Spanish companies with patient capital. Expert in business succession, corporate governance, and middle-market investment.
By Blue Mountain Capital
By Dirk Manuel Martens Jiménez
By Dirk Manuel Martens Jiménez
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