The Situation

A privately-held company approached sale readiness with enthusiasm but confused governance. The board wanted an independent view of Corporate Advisory's engagement proposal. What they got was a masterclass in sequencing.

The Real Problem

The advisory proposal looked comprehensive on paper. Too comprehensive, actually. It bundled commercial alignment with M&A readiness into one unwieldy mandate. The directors couldn't see where advice ended and control began. Classic case of letting advisors write their own brief.

The engagement letter read like a takeover document. The Advisor would essentially run the sale process while the board watched from the sidelines. Fine if you want to abdicate responsibility. Not fine if you want to maintain control of your company's destiny.

The Intervention

I broke the engagement into digestible stages. Commercial alignment first. Get the business story straight before you start dating buyers. Transaction readiness second. Only move to sale preparation once the fundamentals are clear.

More importantly, I clarified who decided what. Directors retained decision gates between stages. Advisor got clear deliverables instead of an open-ended mandate. Reporting lines became actual lines, not vague dotted suggestions.

The restructure wasn't complex. It was about seeing what mattered: control, sequence, accountability.

The Result

Directors could actually direct. They understood their checkpoints, their authority, their accountability. Advisor’s scope became commercially sensible rather than empire-building. The sale preparation stayed on track because everyone knew their lane.

No legal gymnastics required. Just clear thinking about who controls what, when.

The Lesson

Advisory engagements fail when advisors become shadow directors. Success comes from maintaining clear boundaries while enabling expertise to flow where needed. Boards need advisors, not overlords.

Strategic advisory structuring in pre-sale environments. When governance meets commercial reality.