How Sell-Side Advisors Help Optimize Valuation Credibility

Achieving the optimal valuation is the key goal for both sellers and advisors in the sell-side M&A transactions. However, many deals failed to progress further due to the expected valuations being not credibly justified. The buyers might perceive the valuation to be indefensible and simply over-claiming without rational proof. As the logic of valuation has already been clouded in the initial phase, the proceeding of decision-making has deteriorated. The previous issues might result in misaligned price expectations and prolonged unproductive negotiations.

Overoptimistic valuation—which sometimes failed to be validated by reasonable facts—usually rooted from the seller’s emotional investment throughout years of building the business. Without support from verified facts, the founders’ overoptimism might bias the assessment of the future growth; resulting in a distorted valuation.

Translating the seller’s vision into a credible, defensible, and negotiable valuation is the essential role of a sell-side advisor. This way, the valuation will be perceived as justified by the sophisticated buyers. 

How does a sell-side advisor can assist seller in optimizing the valuation credibility?

 1. Calibrate the Valuation Objectively

By calibrating the valuation, the sell-side advisors align the intrinsic valuation of the business with the market benchmarks (i.e. comparables and precedent transactions). Valuation calibration gives advisors and sellers the justification for the intrinsic valuation outcome in comparison to the market value.

 2. Translate the Future Growth to be Underwritable

Advisors cannot improve the business growth, rather translating the sellers’ growth narratives into underwritable insights. In this step, sell-side advisors dissect the growth narratives into quantifiable and measurable metrics (e.g. future revenue generated is calculated using price multiplied by quantity). This step is also essential for buyers to capture the business model more in-depth and to justify the future assumptions.

 3. Narrate the Valuation to meet the Buyer’s Perspective

Having a buyer-focused perspective is the fundamental key in the sell-side transactions. The key goal of this step is to meet the buyers’ wants from the deal. Rather than narrating the business valuation to be positive based on the vision, buyer-focused mindset redirects the narrative based on concrete aspects. 

The effective sell-side advisory does not eliminate sellers’ optimism, rather structures it. By transforming subjective expectations of the sellers into data-driven, market-verified valuation logic, the sell-side advisors increase the probability of deal execution.

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This article was first published in the January 2026 edition of GGI FYI Best Practices for Professional Service Organisations News No 08 | January 2026, a publication by Geneva Group International (GGI) featuring insights from professionals across the globe.

Protemus Capital is proud to contribute to this global platform, sharing our perspective on How Sell-Side Advisors Help OptimizeValuation Credibility