The stakeholders in a business sale/purchase transaction have differing needs and concerns. You need to understand these so you can make correct decisions. With transactions involving individuals who may have never before purchased or sold a business, a fireside chat is often useful to explain how the process works. Here are some observations that are covered in the fireside chat.

Your Needs
Normally, buyers and sellers have an overriding need to achieve an outcome, and would prefer that this be done as safely as possible. Typically, you employ your lawyer and accountant to advise you on how to make the transaction as safe as possible, to optimise the structure of the transaction for tax and other factors, and to help bring about the deal.

The agent may be expected to find the buyer/seller and to facilitate the transaction including identifying and qualifying purchasers, coordinate discussions, manage negotiations and achieve a result. This aligns their goals with those of their client, who also has an overriding wish to achieve the outcome, providing the degree of commercial risk is acceptable. The seller and buyer usually have more to gain from the sale than all their advisors, so inevitable compromises are made to reach a workable (win-win) outcome.

Basis of Appointment of your Advisors
How your advisors are paid encourages them to act in an appropriate and predictable way; Lawyers and accountants normally charge for the time they spend on a project, not according to the outcome. This is logical as you want their assistance in making the transaction as safe and well structured as possible.

Brokers/agents are usually appointed and incentivised by either buyer or seller to achieve a specific outcome and are paid according to the result. It is natural to expect they will be keen to succeed. The key is to ensure you are working with an agent/advisor who looks for win-win and whose business relies heavily on referrals from clients, buyers and their advisors, and who takes a long-term view of all relationships. Divest Merge Acquire does, as our ‘Testimonials’ confirm.

Lawyers, for both buyer and seller, must protect you, themselves and their business. This is best done by pointing out all the possible pitfalls in the transaction and, where appropriate, advise against proceeding if this is likely to be compromised. This is logical and reasonable in today’s litigious world, where lawyers in particular, have become both the perpetrators of, and also the victims of, this higher risk world.

They want to protect you, the client, so you are less likely to turn on them if something goes wrong later. Note – they do not have an overriding need to see a transaction take place, as this theoretically increases their risk. Most lawyers would prefer to act for the seller rather than the buyer, as there is inherently less risk to a seller in a business transaction.

Accountants are in a similar position to lawyers regarding risk, although they are generally closer to their clients because of more regular consultation on ongoing accounting and related business activities. They may have known their client for many years and assisted with how the business has developed. They will naturally want to see the best possible outcome for their client.

This can manifest itself in an optimistic valuation for a selling client, and a conservative valuation for a buyer. While both positions can be justified, they may result in unrealistic expectations for their clients.

Make it clear to your advisors what you expect of them
There is no such thing as a perfect contract. Usually making it perfect for one party will ruin it for the other. Communication, motivation and common sense are required for an outcome to be possible. The best accountants and lawyers do much more than point out problems, which is a relatively easy thing to do. The most valuable advisors point out the problems and then offer solutions!

We have heard stories about lawyers prolonging disputes to increase their fees; and accountants obstructing transactions to retain their clients. We rarely see any evidence of these selfish motives at all. The vast majority of professional advisors act in good faith and with appropriate competence.

Focus on the outcome
Always keep your focus on the long term goal. All stakeholders to the transaction, for both buyer and seller, share a strong desire to be able to look back and see a good overall result for everyone- buyer, seller, employees, financiers, lawyers, accountants, agents etc.

Staying focussed on the outcome will help keep your perspective when negotiating individual aspects of the transaction and counter the tendency to be drawn into point-scoring during the negotiation, which makes you lose sight of the big picture.

Some further tips for navigating transaction issues:
Practically speaking, there is no such thing as a risk-free transaction. People buying a business are knowingly entering into the world of commercial risk. Those selling already live every day with business risk. The sale transaction is no different to all other transactions the parties deal with.

If you ask your lawyer “should I do X?” their default response will be “NO”. Your lawyer has nowhere to go here but ‘No’ unless this is a risk free outcome. If you ask them “If I do X, then what might the consequences be? This gives your lawyer the opportunity to provide
some useful commercial advice.

You could also ask what they would do if they were in your shoes. Lawyers are commercially astute, so give them the opportunity to help you without the risk of you turning on them if it doesn’t work out. In many situations, lawyers may write to their client advising them not to proceed with a particular situation. They would do this to protect you and themselves, but may fully expect you will proceed anyway.

The interesting thing is that, both the buyer and seller are obtaining advice according to these same guidelines. It is therefore likely that, with each lawyer striving to make the transaction ‘risk-free’ to themselves and their respective clients, the default outcome is for no transaction to occur!

In the end, your accountant and lawyer know that you will make a commercial decision. They expect you to and would be surprised if you pulled back from an attractive deal, even if it contains commercial risk. Generally, the more experienced at business you are, the better you can discern and rationalise the advice you receive. Seasoned business people who know the ropes often relegate advisors to less prominent roles according to their specialised expertise. Inexperienced buyers and sellers will tend to rely entirely on their advisors. In some cases, the accountant and lawyer find themselves being relied on for commercial advice where they may not be qualified. This may increase their risk and therefore force them to be even more conservative.

Imagine you’re one of 200 passengers on a flight starting the rumble down the runway and readying to launch into the skies. You relax knowing you’re in the hands of very capable, well trained and supported pilots. You take comfort knowing that, although they know their routine, they do not rely on memory and skill alone; they also work to checklists.

Pilots use checklists for two reasons. One, they are trained to do so instead of relying on memory; and two, checklists have proven time and time again that they work. In the last thirty years, aviation has had a radical cultural transformation. The transformation has been a critical shift in an industry where safety is the number one priority. Using checklists has made all the difference in this industry and aircraft accidents have been on a steady decline since the 1980s, when checklists were developed for flight crews.

The most dangerous part of any flight is landing, with nearly half of all fatal accidents occurring in the last fraction of a journey. So again, as a passenger, you take stock of the situation and again relax in the thought that you’re still in the hands of very competent and disciplined pilots working through their procedures and checklists. Yes, the landing gear will be lowered, flaps set correctly, airspeed checked routinely. Now you’re safely on the ground and ready for your day’s business, or holiday!

As an M&A advisor, the stakes may not be as high as life and death, but to your clients and their stakeholders, their livelihoods are relying on your competence, training, consistency and professional execution of the task entrusted to you.

You have meticulously prepared the business documentation. You and your team have worked through the financial statement preparation, normalisation adjustments and calculations and are preparing for launch, taking your clients and their respective stakeholders on the journey to bring about the sale of their business. You know nothing has been missed or overlooked, items have been checked and rechecked by various team members.

Every subsequent step in the process, piling on substantial resources by you, your client and their other professional advisors, often amounting to hundreds of thousands of dollars of investment, will be built on and rely on the solid foundation work done at the outset.

You know that when you get to the sharp end of the deal, the financials will sail through due diligence, the business has been accurately and fairly represented and the negotiated price will stand the rigors of audit and extensive analysis.

DMA’s 850+ procedures, checklists and autotexts make all processes routine, lockstep and consistent across every process. With more than 60 complex, large-scale sale and acquisition engagements in progress at any time, DMA’s team must rely on its well-trained staff adhering to their long-established, yet constantly evolving and improving procedures and checklists. Even when team members have been working in the business for 15+ years, they adhere to their systems and leave nothing to chance. Procedures are an integral part of their daily routine and are updated regularly as improvements are made or new technology is adopted.

These procedures and checklists are very comprehensive and detailed, yet easy to work with and follow. The financial statement processing procedures alone cover 15 pages including 98 steps and 57 sample queries regarding possible adjustment items, plus second and third reviews. Then there’s another 3 pages of steps to complete the working capital calculations.

All in all, thousands of items are completed and checked off one of the inter-linked checklist items before a project is finalised.

By having and adhering to detailed checklists and procedures from the outset, nothing is left to chance, missed or done erroneously. Using these well-established protocols, the scope for mistakes or missteps is very low and the team proceeds with confidence.

It’s exceedingly difficult to retro-install such systems into an organisation so they become the backbone of all activities.  It’s a much easier path to have these built in on establishment of the business. This culture has pervaded in the team for 20+ years and all new team members quickly learn to appreciate the importance and uncompromising requirement to work to and maintain these systems. These procedures extend to every incoming and outgoing email being saved to the central CRM/database, which forms the hub of all communications and processes. Client projects are managed through every one of hundreds of steps and sub-steps in the process assigned to each project and signed off by those completing the step.

In some instances, on arrival at DMA, experienced accountants and others may need to ‘unlearn’ habits acquired at other professional offices, including many of the big-name firms, where there has been a free-for-all on how things are done and accounted for. DMA presents a significantly different world for most of them and they quickly understand the benefits of such a tight and coherent operation and learn to change their thinking and mindset of the standard to which they need to work so they don’t let themselves or the rest of the team down. It can be a revelation as to how well things can operate once such a high standard is culturally welded into the fabric of the business.

So we’re back on a flight – this time the going has been tough, gusty wind, we’re in a fighter aircraft setting up for a night landing on a carrier’s deck heaving in high seas. Calling the ball and working hard to bring that baby home. Just need to know that the checklist included lowering the hook!

And in M&A, there may have been a few curve balls thrown up unexpectedly and the going may have been tough in stages. But safely through another process and clients safely into retirement or into their new business venture, employees, customers and suppliers all settled into the new regime, it’s back to business as usual.

Successful Business Owners who are smart in their field may have a brain lapse in an area they know very little about and succumb to a smooth talking marketeer.

It is easy for Business Owners to fall foul of unscrupulous marketeers offering to sell their businesses (eg via magazines, to overseas buyers, at inflated prices etc).

It is also easy to avoid the pitfalls.

If you are selling your business after many years of working in and on it, it makes sense to choose the right advisor/broker by taking a few simple steps:

1. Eliminate the marketeers via research

Research online the names of any prospective advisory firms coupled with the name of your local consumer protection agency. In Australia, it is the ACCC.

This simple step alone will rule out the firms the regulators have already caught up with!

You’d be surprised to know that they still operate, some with changed names, and STILL catch people EVERY DAY!

It’s exasperating to reputable operators to have to follow behind a marketeer after the Business Owner has sunk $000’s into a black hole and, even more critically, has lost 1–2 years before they realise nothing is going to happen!

2. Ask your trusted business advisor

This normally means your accountant.  They are usually dealing with M&A advisory firms in the course of their careers advising their clients. If they don’t know a reputable M&A advisory firm, they can easily tap into their business networks to find one or more.

Almost all of our clients are referred by their accountant, banker, lawyer or a trusted colleague.

3. Contact the firm and talk to an advisor 

Ask them to send their information through explaining what size and type of businesses they sell and how they do it.

4. Look for answers to these key questions:

• Does the firm have a record of successful transactions of comparable size?
• Are the key advisors suitably qualified and experienced?
• Will the advisor personally oversee the project?
• Does the firm understand, respect and manage client confidentiality?
• Does the firm hold the appropriate licences?
• How does the firm source target purchasers?
• Will the firm professionally present the business opportunity?
• How well does the firm communicate with clients?
• How well does the firm cooperate with other professional advisors?
• Will the firm provide an indicative valuation before the client commits?
• Does the firm manage the full process to completion?

5.  Understand your target market

Bearing in mind that 95% of businesses have fewer than 10 employees and only 5% are likely to be $M+ businesses, you need to choose a firm that handles either the 95% or the 5%, depending on where your own business sits. This is very important as they are marketed in very different ways.

Information about these key questions can be found here: https://divestmergeacquire.com/choosing-an-advisor/how-to-choose-an-ma-advisory-firm-what-to-look-for/

Divest Merge Acquire’s transaction advisory network is at the forefront nationally in the sale and acquisition of businesses in the $3M+ range.

Divest Merge Acquire’s direct marketing system is so effective that it was previously utilised by other M&A advisory firms under a generic brand, MNA Direct.

This high level of utilisation ensures information is constantly being updated for investor preferences and requirements.

Here is a summary of Divest Merge Acquire’s key advantages.

1. UNRIVALLED MARKETING RESOURCE

ACTIVE M&A DATABASE – THE SPECIFICATION

• Developed to define market (Aus & NZ business with > 10 employees);
• Contains 280,000+ companies, individuals and contacts;
• Actively maintained and current;
• Key data on each company and individual (across 90+ active fields and hundreds of unique attributes);
• Categorised by relevant industry SIC Codes;
• Online accumulated history and investment parameters for active investors.

Advantages

• Readily searchable and actionable contact points by particular industries, regions or groups;
• Current, relevant data available now;
• Ability to readily determine each target organisation’s M&A aspirations;
• Unprecedented database accuracy and usefulness which increases with regular activity.

EFFECTIVE DIRECT MARKETING PROCESS

• Client marketing process includes marketing to (on average) 3,000 companies, targeted by industry (SIC classification);
• Marketing activities deliver an average of 40 targeted prospective investors for each business opportunity taken to market.

Advantages

• Dramatically increases the likelihood of success and of competition among bidders;
• Accounts for more than 80% of all transactions completed by Divest Merge Acquire.

BRAND RECOGNITION

• 35,000+ subscribers to Divest Merge Acquire’s monthly emailout;
• 3,000+ connections/followers on Linkedin; and growing;
• Regular targeted emails to database.

Advantages

• Divest Merge Acquire is recognised as a leader in its M&A market;
• Divest Merge Acquire’s team has keen market focus and proven ability to get in front and stay there.

2. PROFESSIONAL NETWORK

TEAM OF EXPERIENCED AND QUALIFIED ADVISORS

• Experienced team of advisors throughout Australia;
• Chartered Accountants and industry executives;
• Dedicated marketing and administration support teams.

Advantages

• Strong networks with professional buyer/seller groups;
• Accumulated skills and experience across a broad range of industry sectors;
• Ability to optimise all aspects of the outcome for clients.

STRONG ACTIVE REFERRAL BASE

• Many active referrors from professional services firms: accountants, lawyers, financiers, finance brokers, and insurers; former clients, prospective investors etc.

Advantages

• Referrals from accountants, lawyers, financiers and insurers;
• Creates a secondary network to match investors and prospective buyers and sellers of businesses;
• Affirms the quality of Divest Merge Acquire’s professional services.

3. REPORTING AND SYSTEMS DOCUMENTED PROCESSES

• Online tracking of client projects;
• Documented processes for divestments, acquisitions and capital raising;
• Approx. 145 activities grouped into 10 stages for each process;
• Developed from best practices accumulated over a 21 year period.

Advantages

• High degree of client service and higher quality service delivery;
• Leverage – steps can be completed by admin/marketing team members;
• High efficiency of service delivery.

DETAILED REPORTING AND CLIENT MANAGEMENT

• Online sign off for work done by responsible team member;
• Status of work flow and deliverables can be reviewed online at any time by team members;
• Documentation of deliverables and work retained and archived;
• User manual (including online access for Member Firms);
• Detailed reporting to clients of project status – options of online or periodic eg weekly.

Advantages

• Effective client project management and client service;
• Ease of communication of status with client;
• Closed file documentation on all engagements is retained for risk control but available as a learning tool (eg. industry knowledge, lessons learned);
• High client awareness, confidence and retention.

EXTENSIVE TEMPLATES AND PROCEDURES

• Online user manual containing more than 1,500 procedures, autotexts, templates and checklists.

Advantages

• Efficient, reliable and consistent execution of processes and activities.

How do you select an M&A advisory firm for you, a client or colleague?
When a client or colleague asks for advice on selling their business or sourcing acquisition targets, you would normally help them by referring them to those you know are best placed to assist.

Without prior experience in the area, referring them on to a suitable advisory firm that will best meet their needs can be quite difficult!

This article contains the key questions you need to ask of any M&A advisory firm.

EXPERIENCE

Does the firm have a record of successful transactions of comparable size?

• What is the value of total transactions the firm has advised on? This should preferably run into the hundreds of millions of dollars.
• What is the target enterprise value range of clients the firm has advised on? The largest? The smallest? What is the average transaction value?

CREDIBILITY

Are the key advisors suitably qualified and experienced?

• Does the advisory team include qualified, expert professionals with a wealth of experience in corporate advisory, business management and transactions?

PROJECT MANAGEMENT

Will the advisors personally oversee the project?

• Will at least one of the firm’s advisors be involved with the project, ensuring personal attention and backup?

CONFIDENTIALITY

Does the firm understand, respect and manage client confidentiality?

As precautions to minimise the risk to the business:

• Are processes conducted on a confidential basis, where discretion and sensitivity in marketing and negotiations are required to minimise risk and disruption to the business?

• Are prospective purchasers thoroughly qualified, are they required to complete a confidentiality agreement and investor registration?

• Is client approval sought before every purchaser receives further information about the business?
• How does the firm manage these processes? Is it done systematically, so all team members involved on the project must adhere to the procedure?

REGULATORY

Does the firm hold the appropriate licences?

• Does the firm and its advisors hold appropriate licences?

MARKETING RESOURCES

How does the firm source target purchasers?

• What marketing resources does the firm have access to?

• What ongoing costs will you be expected to contribute?

• How will the firm contact target purchasers?
• How will the firm make non-target purchasers aware of the opportunity?

PRESENTATION

Will the firm professionally present the business opportunity?

• Does the firm prepare a sophisticated and comprehensive Information Memorandum (IM)?

• This is a pivotal element to marketing a business, as it is designed to provide purchasers and their advisors with sufficient information to make an initial assessment, as well as build their confidence to proceed with the acquisition.

• Does the firm, as part of its process, analyse the business for its strengths and potential, and make recommendations on any aspects which could be improved to maximise the perceived value of the business to interested parties?
• Does the firm require the client’s written approval of the content of the IM?

COMMUNICATION

How well does the firm communicate with clients?

• Does the firm provide high-levels of communication and advice throughout the sale process so clients can make informed decisions?

• Is the firm fast acting and highly responsive in communication with clients and their other advisors ensuring a smooth process to completion?

• Does the firm document all correspondence and events regarding the sale?
• Does the firm provide regular written and verbal reports of activity and progress, including details and status of every prospective purchaser?

COOPERATION

How well does the firm cooperate with other professional advisors?

• Are the firm’s advisors professionally qualified and do they work seamlessly with clients’ other advisors?

PRELIMINARY VALUATION

Will the firm provide an indicative valuation before the client commits?

• Does the firm provide an indicative valuation of each business before a client commits to proceed to market?

PROCESS TO COMPLETION

Does the firm manage the full process to completion?

How well does the firm manage the entire process, from start to completion?

• Qualifying Prospective Purchasers, to minimise risk and lost time.
  • Do they assess purchasers’ ability to complete the acquisition, and consult clients every step of the way?

• Questions:
  • Do they coordinate the question and answer process to maintain protocols, confidentiality, accuracy and documentation, as well as provide feedback and advice?

• Inspections:
  • Do they coordinate and attend inspections and other meetings and make recommendations?

• Expressions of Interest evaluation process. Do they:
  • Assess and rank offers?

• Assess capacity to finance the transaction?

• Assess the commitment and ability of interested parties to complete the transaction? Assess strategic fit?

• Negotiation and Completion. Do they:
  • Capitalise on competitive tension?

• Focus on value drivers to improve price negotiations?

• Liaise with legal and accounting advisors?

• Assist with negotiating warranties, indemnities and guarantees?

• Assist with Letter of Intent or Heads of Agreement as appropriate?

• Due Diligence:
  • Do they co-ordinate and facilitate the due diligence process, including establishing and managing virtual data rooms?

• Do they understand how the various components of working capital requirements interact, and can they map these out in detail?

• Contract terms. Do they:
  • Understand the various key components and differences between share and asset transactions?

• Where appropriate, brief or provide the lawyer with a pro-forma Contract of Sale to save time and cost?
• Negotiate the commercial aspects of the contract of sale?

So how does Divest Merge Acquire Measure up?

Divest Merge Acquire is an M&A advisory firm that meets or exceeds all the above criteria.
Here are some examples of how:

• Most of Divest Merge Acquire’s transactions are in the $1M-$50M range.

• Divest Merge Acquire’s team consists of qualified, expert professionals with a wealth of experience in corporate advisory, business management and transactions. They are complemented by an experienced, capable team responsible for the distribution of client marketing material and screening of initial responses.

• Divest Merge Acquire and its Member Firms hold the necessary licence appropriate to their home State.

• Divest Merge Acquire’s database is the primary source of prospective target firms. The database covers all organisations in Australia with more than 10 employees, and corporate, private and international investors, allowing it to readily identify and target prospective purchasers. It is understood to be one of the best sources of business intelligence available and is a key point of difference.

• 82% of purchasers for businesses have been sourced from Divest Merge Acquire’s database or Divest Merge Acquire’s website.  The remaining 18% of purchasers have been sourced by other means including other websites on which Divest Merge Acquire markets opportunities.

• Divest Merge Acquire prefers to provide an indicative valuation of each business before a client commits to proceed to market.
• Divest Merge Acquire manages the entire process, from start to completion.

FIND OUT MORE

For insight into some common marketing approaches, refer to the following article:

• Business Opportunity Marketing: Why so few M&A advisors get it right.
• Divest Merge Acquire can provide a Divestment Proposal containing information to assist prospective clients understand more about the process.

Selecting an advisor for an event as significant as a business sale can often be a difficult decision. To assist in the process, we’ve put together a suggested checklist to adopt when conducting your ‘due diligence’ on an M&A advisor, based on some of the key questions we get asked routinely. Divest Merge Acquire’s credentials are included as a benchmark for comparison.

M&A REFERRAL CHECKLIST:

1. Experience
Does the firm have a record of successful transactions of comparable size?

• Divest Merge Acquire has provided advice on clients’ businesses totalling more than $550M.

• Most of Divest Merge Acquire’s transactions are in the $1-$50M+ range and the average transaction value is around $5-10M.
• Divest Merge Acquire is regularly appointed by private equity groups, local and overseas listed companies looking for acquisition targets in specific industries.

2. Credibility
Are the key advisors suitably qualified and experienced?

• Divest Merge Acquire’s team of advisors consists of Chartered Accountants and expert Industry Professionals with a wealth of experience in corporate advisory, business management and transactions.
• Our advisors are complemented by an experienced, capable team responsible for the distribution of client marketing material and screening of initial responses.

3. Management
Will the advisors personally oversee the project?

• At least two of Divest Merge Acquire’s advisors are involved with each project, ensuring personal attention and backup.

4. Confidentiality
Does the firm understand and respect client confidentiality?

• Divest Merge Acquire manages transactions under strict confidentiality, with the utmost discretion and sensitivity in marketing and negotiations to minimise risk and disruption to the business.
• Prospective purchasers (or buyers) are thoroughly qualified through a strict process. Before a clients identity is released, an investor registration form is completed along with a Confidentiality Agreement. Our team then research each respondent and prepare a summary report for our clients review and approval. If approved, the clients identity is released and an Information Memorandum is provided. These precautions minimise the risk to the business.

5. Regulatory
Does the firm hold the appropriate licences?

• Divest Merge Acquire holds an Australian Financial Services Licence (AFSL). This confirms Divest Merge Acquire’s status as a quality service provider and underlines its commitment to deliver the highest possible standard of advice and service.
• Divest Merge Acquire’s Member Firms are either authorised representatives or hold equivalent licences appropriate to their home State.

6. Marketing Resources
Where does the firm source most purchasers from?

• Divest Merge Acquire’s database covers all organisations in Australia with more than 10 employees, and corporate, private and international investors, stratified by Industry SIC codes. This allows us to readily identify and target prospective purchasers among key industry groups and demographics. More than $3 million has been invested in this asset alone. It is understood to be one of the best sources of business intelligence available and is a key point of difference.
• More than 80% of purchasers are either already on Divest Merge Acquire’s database or referred by those who are, including accountants, former clients, lawyers and financiers. The remaining purchasers come primarily from Divest Merge Acquire’s and other websites.

7. Presentation
Will the firm professionally present the business opportunity?

• DMA prepares a sophisticated and comprehensive Information Memorandum (IM). This is a pivotal element to marketing a business, as it is designed to provide purchasers and their advisors with sufficient information to make an initial assessment, as well as build their confidence to proceed with the acquisition.

• As part of the process, we analyse our client’s business for its strengths and potential, and make recommendations on any aspects which could be improved to maximise the perceived value of the business to interested parties.

• The IM requires the client’s written approval prior to release.
• The IM is issued to prospective purchasers only after they have signed a Confidentiality Agreement, completed an Investor Registration and have been approved by our client.

8. Communication
How well does the firm communicate with clients?

• Divest Merge Acquire provides high-level communication and advice throughout the sale process so clients can make informed decisions.

• Divest Merge Acquire’s fast acting and highly responsive communication with clients and their other advisors ensures a smooth process to completion.

• Divest Merge Acquire maintains documentation of key events regarding the sale.
• We provide regular written and verbal reports of activity and progress, including details and status of every prospective purchaser.

9. Cooperation

Can they work with us and other professional advisors?

• Divest Merge Acquire’s advisors are professionally qualified and work seamlessly with clients’ other advisors