Sellers arrive unprepared, and preparation is the next fee pool

Fewer than half of private business sellers arrive prepared when a buyer begins reviewing the company, according to a BNY Wealth study of 354 U.S. attorneys, investment bankers, and certified public accountants; InvestmentNews first reported the finding, with 48% of those professionals describing sellers as somewhat or very well prepared at the point diligence starts. The same study, fielded online by The Harris Poll between April 16 and April 30, found the demand side of the market in far better shape, and that gap between eager buyers and unready sellers is the number worth arguing about.

Note who is answering. The 48% comes from the professionals who sell readiness itself — the lawyers, bankers, and accountants paid to assemble the tax planning, paperwork, and advisory bench the study says owners lack — so a poll of the people whose revenue depends on that diagnosis is worth weighing carefully rather than swallowing whole. The transaction data gathered alongside it points the same direction: compared with a year earlier, 58% of respondents reported more letters of intent, 57% more closed deals, and 53% more mandates.

By their account, there is no shortage of buyers: 66% rated the market for private business sales somewhat or very strong, and among the bullish, 56% credited sustained private equity interest. The BNY report cites McKinsey's Global Private Markets Report 2026, which put deal value across buyout and growth deals up 17% in 2025, and looking out 24 months, 68% expect private business deal volume to rise, including 22% who see growth above 20%. Against that demand curve, 48% readiness reads as a supply problem — too few sellers who can walk into diligence and hold a price.

The survey's motive data explains why readiness is hard to manufacture: owners rarely sell for one reason, and respondents said clients typically weigh about three factors. Family, retirement, or other personal considerations led at 46%, with strategic partner or exit opportunities and competitive pressure in the industry each at 45%, and another 40% said owners sell at least partly to redeploy capital into other ventures. A large minority arrived for defensive reasons: 31% cited regulatory or industry disruption, and nearly as many pointed to estate and tax planning (30%) and de-risking or diversification (30%).

Estate and tax planning and de-risking are the billable ones, work an advisory firm can invoice for before a banker is ever retained, and competitive pressure — the 45% — turns preparation from multiple-maximization into self-defense. A seller pushed by a consolidating industry is trying not to be the last unprepared company standing when the strategic buyer down the road has already cleaned up its books, rather than simply optimizing a price.

The advisory opportunity narrows at the point respondents ranked first: asked what most often makes a sale fall through, 35% named financing, the leading answer in the study. Asked for the biggest threat to M&A over the next 12 months, 58% said interest rates and credit tightening, 55% recession risk or earnings downgrades, 44% geopolitical instability, and 43% tax changes that could cut after-tax proceeds. A third described current conditions as weaker for dealmaking, with 80% of that cautious group blaming uncertainty in the economy or financial markets, and readiness advice improves the odds of a good outcome but cannot supply financing — which is what respondents say kills deals.

Nor is selling readiness itself easy: the client is an owner who has not yet decided to sell, buying advice against an event that may never arrive — the slowest sale in the advisory business, and the one most often discounted to zero. The consolation is that respondents treat a coordinated deal team as central, with 80% saying a highly cohesive one is critical, but that is the panel describing its own contribution, which is precisely why the 48% deserves a second look before anyone turns it into a marketing line. What is harder to dispute is the arithmetic of the mismatch: a market with more letters of intent chasing a thin supply of prepared sellers rewards whoever reaches the owner first.

Retirement sits near the center of the motive list: 46% cited family, retirement, or other personal considerations, which makes many of these sales retirement-funding events as much as liquidity plays. The retirement math owners bring to that decision is often built on assumptions a decade too generous — this publication has argued that Social Security's real depletion date arrives roughly ten years earlier than the filing assumptions many clients use — and a seller who reaches diligence without a tax plan and without a claiming strategy has left the exit preparation to the buyer.

The fee pool is real, then, and it belongs to firms willing to bill for the pre-deal work — tax structuring, estate planning, the de-risking conversation — rather than to the bankers who arrive when the letter of intent does, but the open question is the quality of that 48%. The coverage does not separate the sellers rated somewhat prepared from those rated very prepared, and the split matters because a rising share of "somewhat" would suggest the market is monetizing the readiness gap faster than it is closing it. BNY and Harris have a benchmark now, and the next reading is the one that says whether more owners are arriving ready, or simply more of them are being told they should.