2026 State of Compensation: Pay, Equity & Incentives for RIAs and Advisory Teams
Watch the Replay Is Your Compensation Plan Helping You Grow or Holding You Back? Not sure what to pay your advisors and team in 2026, or whether your current compensation plan is actually competitive? In this on-demand webinar, SRG breaks down real-world compensation benchmarks for RIAs and advisory firms, including salary ranges, bonus structures, phantom equity, and staffing trends across advisor, operations, and executive roles. Using data pulled from valuation and compensation analyses, you’ll see what firms are actually paying and how to align incentives with the behaviors you want, so you can attract and retain talent without letting compensation outgrow the role. Download the Presentation Deck Here Download Speakers Host Julia Sexton, CVA Director of Strategic Organizational Planning Paper-plane Linkedin-in Host Ryan Grau, CVA, CBA Director of Valuations Paper-plane Linkedin-in
Phantom Equity Plan Options: Liquidation Rights (LR) vs. Appreciation Rights (AR)
Introduction Phantom equity plans allow firms to reward and retain key team members by providing an economic interest in the business without transferring actual ownership. Two of the most common phantom equity structures are Liquidation Rights and Appreciation Rights. While both align incentives with firm value, they differ meaningfully in how value is measured, communicated, and paid. Liquidation Rights (LR) A Liquidation Right provides the participant with a contractual right to receive the full fair market value of a defined number of company shares upon a qualifying event (e.g., sale, retirement, termination without cause), subject to plan terms. In effect, it mirrors ownership economics tied to the company’s overall value at the time of the triggering event, rather than only rewarding value created after the award is granted. Because it is typically event-driven, it is commonly used to support long-term retention and alignment by linking meaningful upside to major transition or liquidity milestones. How Value is Determined Each LR is denominated in shares or units Upon vesting, payout equals: Key features Tracks total enterprise value, not just growth Uses a fixed share/unit count to determine per-share value Includes built-in anti-dilution and adjustment mechanics Paid in cash and treated as compensation (or equity shares, if permitted) Best suited for Long-term reward and retention of senior leaders Succession and retirement-oriented incentives Firms seeking simplicity and alignment with entity-level valuation Appreciation Rights (AR) An Appreciation Right provides the participant with the increase in value of a defined number of units or shares between the grant date and the exercise date. It is designed to reward future growth above a baseline value established at grant, meaning the participant benefits only if the company’s value increases over time. This structure is often used to align incentives with performance and expansion, since payouts are directly tied to appreciation rather than total enterprise value. How Value is Determined Grant date value is established upfront Upon vesting, payout equals: Key features Rewards growth above a baseline value No payout if the company value does not increase Uses a fixed share/unit count to determine per-share value Can be more complex to track over time Paid in cash and treated as compensation (or equity shares, if permitted) Best suited for Performance-driven incentives Growth-stage firms Shorter- to mid-term incentive horizons Side-by-Side Comparison Key Takeaway Both Liquidation Rights and Appreciation Rights are powerful phantom equity tools—but they serve different strategic purposes. Liquidation Rights emphasize stability, clarity, and long-term alignment with enterprise value, while Appreciation Rights emphasize performance and upside growth. The right choice depends on your goals, timeline, and the role you want equity to play in motivating your team.
Succession Planning 101: Steps and Processes for Advisory Companies
Introduction All businesses, regardless of type and size, have an organizational structure that determines how the company is managed on a daily basis. While they may have all the right advisors in place for the current state of the business, it is important for organizations to make sure they have a plan in place to keep the business thriving long-term, regardless of who is at the helm. Succession planning, as both a concept and a strategy, establishes a framework for identifying and developing next-gen talent to replace the founder when she/he exits the business. What Are the Seven Steps for Company Succession Planning? While it may be difficult to predict when a succession event will (or should) take place, it is best to begin the succession planning process early enough to construct a thorough and seamless plan that facilitates both the qualitative and quantitative parts of the process. While seven to ten years before the founder’s retirement are ideal for internal succession, or two to four years for a merger/sale, timelines are often much shorter. Unforeseen events within a company, health issues, and changes-of-heart can occur, even for the steadiest of businesses and owners. This underscores the importance of defining a strategy and committing that plan to writing as soon as possible. Even if there is no inkling that changes are imminent, it is critical to begin with the end in mind since no one lives forever. Here are seven key steps to succession planning to keep in mind: 1. Determine Objectives and Clarify the Owner’s Vision: The preferred outcome for succession planning may be different for each individual business, however, the goal for most will be for the business to continue to thrive with the next generation of advisors at the helm. It is crucial to have clarity on the primary objectives within a succession plan. This could include objectives such as improved retention, sustaining long-term growth, identifying successors for key positions, defining how the plan will be funded and taxed,, and creating business continuity. 2. Identify Key Positions and Leadership Requirements: A succession plan should clearly account for the integral roles that are critical for organizational success. An assessment of the career trajectory for the employees may inform the priority each role has within a succession plan and who will assume the duties of the founder upon his/her exit. If planned retirements are in place, a succession plan can be executed with even more focus and precision. For all key positions, it should be determined what the primary skills, knowledge, and qualifications are required to do the job effectively and ensure that a business continues to run smoothly with the next generation of leadership. 3. Evaluate Organization for Potential Candidates: The organization may already have several key employees with high potential that should be considered as part of the succession plan. By identifying and developing employees to meet the requirements of leadership positions in the company, a business can proactively plan for a succession event and give employees more incentives in the process. If the firm lacks such candidates, developing an alternative strategy as a back-up is critical. 4. Create a Development Process: Organizations should always be investing in the career development of internal talent within the company. However, in the midst of succession planning, this becomes even more important. Succession choices should have a plan in place for training and development to help them grow into viable candidates for leadership roles in the organization. A company may consider having these employees take part in mentorship programs, rotating jobs within the organization, or even furthering their education with courses that will help develop a relevant skillset for the long-term goals of the succession-planning process. 5. Look Externally: While there is significant value in working to develop employees for key roles in the future, an organization should have an open mind and be willing to look elsewhere for a successor/buyer. In some cases, the best candidates for stepping into an ownership role may be found externally. External candidates may already have the necessary experience, knowledge, and qualifications to help fulfill a successful transition. This may be especially valuable in instances where the succession planning period begins on short notice with an urgency to fill a key management role. In most situations, however, a thorough assessment of both internal and external talent is part of an effective succession planning process. 6. Communicate and Implement the Transition Plan: Once the succession plans have been established, it is important to begin communicating the plan to all key stakeholders involved since this takes time. If internal employees will be the successors, they should be aware of the plan and career development path ahead of them. This open communication will also give the employees an opportunity to verify that they are interested in working towards the ownership role within the company and understanding what that means. Once the key employees are on board, the development process should begin with long-term succession in mind. Trial runs can also be beneficial for helping employees test the waters of their future role. This could include shadowing, gradually taking on relevant responsibilities, or even filling in when the owner(s) are out of the office. As the date for the founder’s eventual retirement gets closer, it is a good idea to have some extended and planned absences so the next generation has an opportunity to fill the leadership role before the founder(s) are gone for good. 7. Formalize Plan Documentation: Since succession planning requires various forms of transition and financial implications, it is important to make sure to formalize the process through supporting documentation, including a formal valuation beforehand. The succession planning will likely include the detailed written plan as well as the agreements with key employees and shareholders. In addition to these agreements, company records and documentation should be well organized to help facilitate a seamless transition within the company. As the succession planning documents are formalized and the career development of the key employees or candidates
How to Maintain Client Experience and Retain Staff When Selling to an Outside Buyer
A practical roadmap for readiness, people, and a smooth client transition Selling a financial planning practice is not just a transaction. It is a change event that touches clients, staff, regulators, technology, and your own identity as the founder. The advisors who feel best about their outcome tend to do two things well: Prepare the business like an acquirer will run it tomorrow. Communicate the transition in a way that protects trust and continuity. Why “seller readiness” is the real deal leverage Many owners think “getting ready to sell” starts when a buyer is identified. In practice, it starts much earlier, because early preparation gives you options: tax planning, negotiation leverage, cleaner due diligence, and a calmer client transition. SRG’s dissolution guidance recommends beginning 12 to 24 months before close to allow time for tax optimization, buyer negotiation, and client transition planning without rushing. A simple readiness checklist that buyers actually care about Before you name a price or talk terms, start by getting your house in order. SRG’s Seller Readiness eBook highlights several practical pre-sale actions: Verify and document internal processes. Shift as much revenue as possible toward recurring sources. Reduce overhead and eliminate long-term obligations where possible. Create documentation and manuals for core workflows. Assemble your M&A team early. One more important point: avoid casually floating the idea of selling around your network. When you are ready, leverage a structured process and an advocate who can screen candidates thoroughly. That matters because you only sell this business once. Your timeline and process should be built to protect clients and reduce the risk of a rushed decision. The transition plan is not optional Even in a strong market, sellers can underestimate the work required after the deal terms are signed. A transition plan is how you protect enterprise value after closing, because retention is where the economics are either earned or given back. A typical relationship transition often spans 6 to 18 months and can require hundreds of hours of transition-related support time. That benchmark is a useful anchor because it signals realism. Selling is not an event. It is a structured handoff. Your staff can make the deal easier or harder If clients are the revenue engine, staff are the continuity engine. They hold systems, workflows, relationships, and culture. That is why employee communication is one of the most sensitive parts of the process, with real implications for morale, reputation, and legal risk. When to tell the team In many deals, you need staff involved before a transaction is complete because due diligence requires data gathering, reporting, and operational support. At the same time, timing matters. Tell staff too early and you can create uncertainty. Tell them too late and you can fuel rumors. Clear, definitive messaging reassures employees and helps retain top talent. How to tell the team A strong best practice is to communicate face-to-face first. Avoid using email, phone calls, instant messaging, or text for the first conversation. A helpful structure is: Individual conversations first, so people can react privately Then a group discussion to reinforce consistent messaging and create a forum for questions What to say so you keep people You do not need a perfect script, but you do need clarity. Cover: why you are selling what the sale means for them what is likely to stay the same (location, roles, compensation and benefits, service model, workflows) the expected timeline (due diligence, close, what happens after) Also consider retention bonuses for key employees and incentives for the added workload your team takes on during due diligence. Lack of buy-in can create friction for buyers and the deal. Client communication: protect trust with sequencing and clarity Clients do not need every detail. They need confidence, continuity, and a clear plan. Effective communication maintains trust and continuity, reinforces what will remain the same (services, relationships, points of contact), and outlines next steps and timeline. Plan first, then execute Communication planning is a phase, not an afterthought. Key pre-work often includes: identifying stakeholders developing a notification timeline drafting the client letter with buyer collaboration preparing transition paperwork building call scripts and meeting plans Be mindful when sharing client-specific information. Only disclose what is necessary for service delivery or compliance purposes, and protect sensitive data throughout the process. Sequence communication to reduce confusion A practical sequence is: regulators custodians clients This sequencing helps ensure you are prepared to support the transition when clients hear the news. Timing expectations that reduce surprises Written notice typically goes out immediately after close, and should not be delayed. For key relationships, plan to call priority clients, schedule introductory meetings with the seller and buyer, and then provide transition paperwork. Operational continuity: the unglamorous details that keep clients calm A transition can fail because of small operational mistakes that create friction for clients. Office and system updates matter, such as: redirecting phones and emails forwarding websites and ensuring portals work updating access controls and permissions keeping workflows stable during the handoff One important caution: implementing changes too early can create privacy issues, confuse clients, and create costly reversals if the sale does not close. Compliance and wind-down: avoid avoidable risk after a sale A sale does not eliminate your obligations overnight. Recordkeeping, data security, and regulatory procedures still matter after close. Maintain records for the required statutory period and secure client data appropriately. Also remember that regulatory filings do not automatically dissolve the underlying business entity, and filing too early can create problems during the account transition. Your stakeholders matter, but they need to be used at the right time Sellers should not do this alone. The right stakeholders improve outcomes and reduce risk, including: staff legal counsel tax and accounting professionals trusted partners who can provide perspective an experienced advocate to manage the process and screen buyers When used correctly, the people around you do not create noise. They create clarity. Conclusion: sell with clarity, not urgency
Larger firms, rising multiples: Is this the new standard for advisor M&A?
By: Steve RandallPublishing Date: February 9, 2026 The M&A landscape for financial advisory practices is heating up, with 2025 emerging as a year of larger deals, richer valuation multiples and more complex terms. According to the latest industry benchmarking report from Succession Resource Group, drawn from 171 completed transactions totaling more than $14 billion in assets under management, there’s a clear shift away from small, relatively simple handoffs to deals marked by deeper capital structures, advanced financing and a heavier presence of institutional buyers. Among the most notable trends in 2025 was a meaningful uptick in multiples paid for recurring revenue and profitability. Transactions valued on an EBITDA basis averaged 9.98x business earnings, while recurring revenue books commanded an average of 3.27x. This increase continued a pattern of expanding valuations seen the prior year, reflecting strong buyer confidence despite broader macroeconomic uncertainty. One quarter of deals paid above 3.5x recurring revenue, with more than one in five surpassing 4.0x, a sign that strategic acquirers are willing to pay premiums for quality revenue streams. Third-party financing also played a larger role in closing deals, rising to 56 % of transactions as interest rates steadied and lenders grew comfortable extending leverage. In many cases, bank and broker-dealer financing now supports up to 70-80% of purchase prices, with sellers taking back notes on the balance. SRG’s data shows a pronounced decline in deals involving buyers from outside the seller’s home state, dropping to 24.8 % from a prior peak. At the same time, the buyer base has become more concentrated around experienced acquirers, reducing the ratio of buyers to sellers and suggesting more competitive processes. SRG’s President David Grau Jr. attributed rising valuations to the caliber of practices on offer and the financial discipline of buyers. “The valuations paid today are higher than they’ve ever been before, but the same core fundamentals still apply – the deals have to cash flow.,” he said. “Sellers can get a higher value than we’ve ever seen, but it is paid for large (multi-billion-dollar RIAs), well-run firms, and the value is paid ‘on terms’ meaning most of that value is contingent.” Who’s buying? Internal equity transactions, where succession occurs via sales to existing partners, expanded to 32% of all deals, reflecting a maturing succession planning ecosystem within advisory businesses. At the same time, nearly half of firms making internal transitions brought in outside capital to support equity buys by next-generation leadership teams. SRG also observed that earn-outs are increasingly used to bridge valuation expectations and share risk between buyers and sellers. Large private equity groups and aggregator platforms continued to invest aggressively, often structuring deals with smaller initial cash downs and significant future equity or earn-outs. These flexible structures are enabling sellers to access above-market valuations while remaining tied to growth outcomes. The SRG team forecasts continued expansion of M&A activity in 2026, albeit with a focus on larger, well-capitalized buyers and fewer but higher-value deals. Creative deal terms, innovative financing and a continued premium on firms with robust financial performance are expected to shape the market. “Founders who focus on building a sustainable firm, optimizing their business, and remaining focused on the best fit for their clients at their exit will always get the best value. Period,” concluded Grau Jr. To read the full article, please visit: https://www.investmentnews.com/ria-news/larger-firms-rising-multiples-is-this-the-new-standard-for-advisor-ma/265188 Disclaimer This article was first published by Steve Randall. The original article can be found here. All rights to the original content are held by InvestmentNews.
Your Employment Agreement Won’t Protect You Like You Think (Ep. 29)
Employment Agreements and Restrictive Covenants Employment agreements are often treated as a formality, until a key employee leaves, client relationships walk out the door, or a succession plan starts to unravel. In this episode of The SRG Exchange, SRG’s consulting team and General Counsel unpack why restrictive covenants matter, what they are actually designed to do, and why the biggest risk for many firms is having no clear agreement in place at all. You will hear how employment agreements influence everything from client retention and team stability to firm value, M&A outcomes, and internal succession planning. Why employment agreements are more than legal paperwork The team explains that strong agreements are not just about restriction. They create clarity around expectations, roles, and what happens if someone leaves unexpectedly. Non-compete, non-solicit, and no-serve: what is the difference? The episode breaks down the most common restrictive covenant provisions and why advisors often misunderstand how each one works in practice. Why enforceability depends on reasonableness and state law The group discusses how restrictive covenants are treated differently across jurisdictions, and why overly aggressive language often fails when challenged. The real risk is client portability A major theme of the conversation is that clients are not “owned,” and firms must think carefully about how to protect relationships, goodwill, and continuity without relying on unrealistic assumptions. Buyout language matters as much as restriction language The team highlights that many firms focus too heavily on “you can’t do this” clauses, while overlooking buyout provisions and practical exit pathways that reduce conflict. Common mistakes advisors make with templates and outdated agreements The episode warns against generic, one-size-fits-all employment documents that do not reflect the realities of the advisory business, especially during growth, mergers, or succession planning. How these agreements affect firm value and transaction readiness Restrictive covenants and employment terms play a direct role in due diligence, buyer confidence, and long-term enterprise value. Weak documentation can become deal friction at the worst possible time. Setting expectations early prevents disputes later The conversation closes with a reminder that agreements work best when they are implemented proactively, aligned with culture, and revisited as the firm evolves. Who is Featured in This Episode David Grau Jr., MBA Julia Sexton (Sullivan), CVA Ryan Grau, CVA, CBA Kristen Grau, CPA, CVA, CEPA Parker Finot Todd Fulks, JD, BFA Key Takeaway Entity design and maintenance are foundational. When done strategically, they make it easier to share equity, retain talent, execute transactions, and protect long-term value. When ignored, they create friction at the exact moments when a firm needs clarity the most.
Selling Your Advisory Practice to a Friend | Financial Advisor Guide
A look at valuation risks, emotional dynamics, and why familiarity doesn’t ensure a smooth transition. Why Financial Advisors and RIA Owners Should Approach Friend-to-Friend Sales With Caution Among financial advisors, RIAs, and independent wealth management firm owners, one of the most common assumptions about succession planning is that selling to a friend—or someone you’ve known in the industry for years—will naturally produce the easiest, safest, most client-friendly transition. On the surface, it makes sense. This “friend-buyer” already knows you, understands your service model, and may share a similar philosophy. It feels familiar. It feels efficient. And perhaps most importantly, it feels safe. But as SRG has seen across thousands of advisory practice transitions, friend-to-friend succession is often more complex, more emotional, and financially less beneficial than sellers expect. Familiarity can make the process feel smoother, but it rarely makes the process smoother. For financial advisors and RIAs responsible for protecting clients, staff, and the long-term value of their practice, it’s essential to understand why. Why Advisors & RIAs Believe This 1. Trust Feels Like a Substitute for Due Diligence It’s natural to believe that trust eliminates the need for thorough vetting, formal valuation, or structured negotiation. But in most cases, trust fills the space where clarity should be. 2. Advisors Overestimate How Well They Know Their Friend’s Business Capabilities Knowing someone socially—or even professionally—is not the same as understanding: their financial capacity their operational readiness their leadership skills their experience with client transitions their ability to manage a mature book Are You Ready to Exit? Download SRG’s Seller Readiness eBook Selling your business can seem like a daunting task. Our Seller Readiness E-Book identifies crucial elements for you to think about as you begin the process of finding your successor. 3. Sellers Want to Avoid Conflict It feels easier to sell to a friend than to engage in a competitive buyer search. Many advisors fear awkwardness around pricing, financing, or negotiating. 4. The “Easy Path” Narrative Is Emotionally Appealing But the easiest path is not always the best path for your clients, staff, or family. The Reality: A Friend-Buyer Is Not Automatically the Best Successor Selling your financial advisory practice or RIA is one of the most important business and personal decisions you’ll ever make. It impacts: your retirement your family’s financial security your legacy your team your clients your community Choosing a successor based solely on familiarity can introduce substantial risks. Here’s what financial advisors need to understand. 1. Friend-to-Friend Sales Often Skip Critical Conversations — Until It’s Too Late Transitions fail when expectations go unspoken. Friend deals are notorious for: unclear valuation expectations mismatched client service philosophies unspoken assumptions informal negotiation inadequate documentation emotional sensitivity around terms SRG highlights that the biggest cause of seller regret is not price — it’s the lack of early clarity. Friendship creates comfort, and comfort suppresses necessary questions. 2. A Good Advisor Doesn’t Always Make a Good Successor The qualities that make a friend enjoyable do NOT automatically translate into: strong leadership practice management capabilities financial readiness client communication skill retention strategy operational discipline investment in staff Successions fail not because the buyer is a bad person — but because they are the wrong fit. 3. Selling to a Friend Often Results in a Lower Valuation This is the part most advisors don’t expect. Because both parties want to “keep things simple,” friend-to-friend deals commonly involve: softer pricing uncompetitive multiples extended seller financing minimal cash at closing high transition obligations longer earn-outs Why? Because the seller feels forced to treat the buyer as a friend rather than as a counterparty. Meanwhile, advisors who list their practice confidentially typically receive more offers, stronger terms, and higher valuation due to competitive market pressure. Friendly deals feel fair.Competitive deals are fair. 4. Emotional Dynamics Can Damage the Relationship Friendship does not protect you from conflict — it amplifies it.During the sale of a financial advisory practice or RIA, uncomfortable questions arise: Why is this term so strict? Why didn’t you tell me about this risk? Why is your attorney pushing for that clause? Why is the valuation higher than I expected? Why won’t you offer a longer note? These questions feel heavier when the buyer is a friend. SRG’s internal transition case files include examples where: friendships were strained team relationships were damaged deals fell apart late-stage client transitions suffered In nearly all cases, the breakdown occurred due to lack of structure, not lack of goodwill. 5. Many Friends Don’t Have the Capital to Execute the Deal Properly This is a practical but critical limitation. Friend-buyers often lack: liquidity financing acquisition experience personal credit strength operational capacity confidence with client retention strategies The result? The seller absorbs more risk. larger seller notes longer payout terms higher earn-out dependence longer transition involvement reduced valuation certainty 6. Staff and Clients May React Differently Than You Expect Financial advisors often assume, “My clients and employees will be relieved I chose someone familiar.” Sometimes that’s true. But often: clients question whether the friend is the best advisor staff worry about professional credibility the team is unsure about new expectations clients fear cultural mismatch When a successor is chosen through a formal, structured, well-communicated search, clients and staff gain confidence, not confusion. 7. Selling to a Friend Can Limit Optionality — Permanently A premature commitment to a friend-buyer eliminates: market pricing multiple deal structures diverse buyer types varied financing options culture-aligned interested parties timeline flexibility tax-efficient strategies Should Advisors Avoid Selling to a Friend Entirely? Not at all. Friend or colleague buyers can be excellent successors when the process is structured professionally. SRG supports many successful friend transitions both as a neutral facilitator and as a sell-side advocate. When executed correctly, familiarity enhances trust — it doesn’t replace structure. Conclusion: Friendship Is Valuable — But It Is Not a Strategy A friend may become an excellent successor. But they are not the best successor simply because they are familiar. Smart financial advisors and RIAs recognize that: value must be
How Firms Use Equity Stakes to Retain Top Advisor Talent, Drive M&A
By: Tobias SalingerPublishing Date: January 27, 2026 Internal transactions in which financial advisors buy equity in their firms represent a growing share of wealth management M&A deals, a new study found. Those deals boost advisors’ compensation via stakes in expanding firms, making them more likely to stay long-term. And they’re becoming more popular, according to a webinar last week held by consulting firm Succession Resource Group on its annual M&A study and hosted by founder and CEO David Grau and Parker Finot, its director of transaction advisory services. The study analyzed data from 171 transactions in 2025, including firms with about $14 billion in total client assets that Succession Resource advised, as well as other deals that used financing from Oak Street Funding and PPC Loan, which both collaborated in the study. Across M&A deals, a small group of highly competitive buyers continues to drive record valuations, leading to new highs in transaction volume. The number of potential acquirers per seller plummeted last year to 61 from 85 in 2023 and from 66 in 2024. Grau noted four main M&A trends from 2025: private equity investors’ impact on deal sizes, overall higher valuations, a smaller pool of possible buyers and a rising number of internal deals. “That’s not noteworthy in the sense that there’s more succession planning taking place,” he said. “But it’s noteworthy because most of these that we’re seeing are not supporting a partner retiring, and younger gen-two, gen-three folks buying them out. That happens too, but that’s separate. These are just straight-up purchases, buying into a firm that these advisors are working at and it’s happening a material amount of the time where we want to take note of it and share that with you today.” To read the full article, please visit: https://www.financial-planning.com/news/how-m-a-is-rewarding-top-financial-advisor-talent Disclaimer This article was first published by Tobias Salinger The original article can be found here. All rights to the original content are held by FinancialPlanning.com.
2026 Advisor M&A Review
Watch the Replay 2026 Flagship M&A Highlights Webinar for RIAs and Financial Advisors Powered by SRG’s 10th annual review of completed M&A transactions, our Flagship webinar distills what actually happened in the market into clear, decision-ready benchmarks for RIAs and financial advisory firms. Built on the industry’s most comprehensive dataset of verified, closed transactions, this session delivers highly accurate valuation benchmarks and deal insights that go far beyond self-reported surveys. You will learn what is driving multiples, where buyer demand is strongest, and how terms are shifting as the market evolves. We will also break down the valuation metrics advisors care about most, including revenue multiples versus EBITDA multiples, and explain when each applies based on business model, size, profitability, and growth profile. Valuation is only part of the story. This webinar also dives into the deal structures that determine what sellers actually take home, including cash at close, seller notes, and other components that can significantly impact real outcomes. You will leave with clarity on what buyers are prioritizing, what quality firms are commanding in today’s market, and how to position your business for a stronger result. Led by David Grau, Jr. MBA (CEO) and Parker Finot (Director of Transaction Advisor Services), this is a data-backed, practical session designed to help you make smarter decisions with more confidence. Whether you are preparing to build value, buy, sell, or accelerate growth, this will be one of the most actionable hours you can invest in your 2026 planning. Sponsored by Data Contributors Related Resources Download the Slide Deck:Download Deck→ 2026 M&A Press ReleaseRead the Highlights→ 2025 M&A InfographicDownload this infographic→ What’s Next? Get A Valuation We offer a variety of solutions and turnaround times to fit your needs. Join myCompass Our membership club grants you inside tips and opportunities to grow. Review our Seller Services We’re here to ensure you secure the best buyer, price and terms.
Everything You Need To Understand Liquidation Rights
Liquidation rights, also known as liquidation preferences, are a key element in contract negotiations for mergers and acquisitions. They determine who gets paid and when should a company choose to sell or liquidate all its assets. With a merger, liquidation rights can be leveraged in the deal once the buyer figures out the breakdown of existing parties who need to get paid. For acquisitions, it’s all about properly allocating preferred stock and liquidation preferences to investors. Liquidation Rights and Organizational Hierarchy When a corporation is formed, it’s up to the board of directors to set up a stock structure that should include executive, preferred, and common stock. Each category awards the recipient with a certain number of votes per share and a place in the liquidation queue. If venture capital is used for start-up money, the venture capital firm will typically insist that they be the first to get paid in the event of liquidation or sale of the company, ahead of debt holders or other preferred stockholders. Common stockholders get paid last. Liquidation rights also come into play in the event of a bankruptcy. In this case, as in the case of a general liquidation or sale, a company liquidator needs to unwind the complexities of secured and unsecured debt, investor liquidation preferences, and preferred stockholder allocations. It’s important to understand that the organizational hierarchy of liquidation rights can be very different from the executive or even board hierarchy of the company itself. General employees are typically issued common stock and can walk away with nothing in certain scenarios. Liquidation Preference is a Key Element in M&A Deals Researching liquidation rights should be part of the due diligence process for any merger or acquisition. When there’s a change in ownership, certain obligations need to be attended to. Among those, there could be unresolved debt or repayments to investors. This is one of those areas that bringing in an experienced MA consultant will pay dividends for you. In most cases, it’s the seller’s responsibility to meet repayment of debt obligations before closing the deal, but the buyer may inherit some of those liabilities if they are not careful. Companies only need to sell 51% of their equity shares to transfer control to another business or private entity. The remaining shareholders keep their shares, some of which may be preferred stock that holds a liquidation preference. Your legal team needs to evaluate that. Liquidation Rights for Preferred Stockholders Issuing preferred stock to select investors or partners in the firm is not a guarantee of payment in the event of a sale or liquidation. It does, however, put them closer to the front of the line. Keep that in mind when structuring an acquisition contract. To ensure liquidation rights are clearly defined, it is recommended that you utilize different classes of preferred stock. Callable shares, which can be bought out by the company prior to the next acquisition or merger, are a sensible option if investors will go for it. Convertible preferred shares can be an attractive option also, and a good negotiating tool. They can be traded for common stock using a predetermined multiplier. Issuing these as part of an acquisition strategy can be a tradeoff for guaranteeing liquidation rights. Classes of preferred stock to avoid when drafting an MA contract are participatory preferred shares and cumulative preferred shares. They each offer dividend guarantees, which can be a slippery slope. There are better ways to ensure major investors make a profit. Liquidation Rights for Common Stockholders Holders of common stock only benefit from liquidation rights when the acquisition price exceeds the sum of the guarantees made to preferred stockholders and any debt payments that need to be made before the deal can be closed. Like preferred stock, common stock can be allocated into different classes, and liquidation rights can be assigned based on those classes. This is also how voting rights are awarded. When acquiring a new company, creating these classes is your responsibility. When assigning common stock to employees, make sure there’s a reasonable vetting schedule in place to protect the company. If things don’t go well in the first few years and you have to sell, this will eliminate any liquidation rights for common stockholders. Liquidation Preference for Founders with Capital Investment A founder investing his or her own money into a company is not the same as a venture capital firm making an investment. Founders don’t have a special liquidation preference. They’re treated the same as any other preferred stockholder. To alleviate concern over this, companies can create an “executive” class of preferred stock that has better voting rights and is higher up the chain for liquidation preference. This will usually guarantee some compensation after venture capital firms are paid. Liquidation Rules for Creditors and Debt Holders In cases of insolvency, there are rules for paying off creditors when a liquidation occurs. These don’t have to be included in an MA contract, but this list should be used when negotiating a purchase or sale. The following debts should be paid off in this order. Secured Creditors with a Fixed Charge Preferential Creditors Secured Creditors with a Floating Charge Unsecured Creditors Fixed charges are assets used to secure a loan that have a fixed value, such as property or equipment. An example of a floating charge is stock, which fluctuates (floats) in value, but fixes on the liquidation date. Unsecured loans have no collateral attached and can be saved for last.