Outsourced M&A function, on a fractional basis

01 · The problem

In an SME, the transaction rarely has anyone at the helm.

It comes on top of running the business, facing someone for whom it is a habit. And someone is missing: in-house, before the transaction, and after signing.

69%

of SME leaders who give up on an acquisition cite a lack of time. As many cite a lack of skills. Bpifrance Le Lab, La croissance externe à l'échelle des PME, 2022, 668 business leaders

No one in-house

The seat is often empty.

Employing a Head of M&A makes little sense in an SME. The day the transaction arrives, no one in-house has the time to lead it, or has done it before.

70%

of sellers, more than a year before the sale, are still only thinking about it. Bpifrance Le Lab, Transmission et reprise d'entreprise, 2025

No one before

The advisers arrive when the file opens.

Yet the transaction is won or lost before that: you have to decide, then prepare the company and its figures. No one is there for that stage.

48%

of transactions provide for a price adjustment after signing: the price signed is not yet the price paid. CMS European M&A Study, 2026, 601 transactions in Europe

No one after

The advisers leave at signing.

Yet what was signed still has to be collected: the final price, the earn-out, the warranties. No one is there for that stage either.

02 · The solution

Before, during, after: the same person.

The advisers you appoint work from mandate to signing. The Head of M&A starts before them, works with them, and continues afterwards.

Engraving: an unrolled map and a pair of navigation dividers.

Before

Deciding, and preparing.

For a sale, we prepare the company and its figures before it goes to market. For an acquisition, we set the criteria and what the company can finance. For a fundraising, we check the figures and build the investor file.

During

Running the transaction.

We manage the timetable and the documents. Your advisers and the other side have a single point of contact, and every decision reaches you with an opinion.

After

Enforcing what was signed.

After a sale, we follow up on the final price, the earn-out and the warranties. After an acquisition, the integration. After a fundraising, the use of funds and the reports to investors.

An example

Two offers at €12m are not worth the same.

The headline price is the same; the amount received at signing is not. The gap lies in the lines of the offer, and they are negotiated before signing.

Offer A

€6.8m received at signing

Offer B

€9.5m received at signing

received at signingdeferred, held in escrow or deducted

€2.7m

difference at signing, for the same headline price.

In €k: Offer A; Offer B
Headline offer from the acquirer: 12,000; 12,000
Earn-out, if the year N+1 result is achieved: − 3,600; − 1,200
Sum held in escrow: − 900; − 600
Adjustment for the working capital requirement: − 250; − 250
Finance lease, counted as debt: − 480; − 480
Received at signing: 6,770; 9,470

An example with fictitious figures, based on common offer structures. No real case is represented.

03 · Why us

Who runs the function, and with what.

The founder of Before Partners, Stéphane Hincourt‑Thomassin, runs the function inside your company himself. You have a single point of contact. His background →

Reinforcements

The founder can call on partners and providers he has vetted over the course of his career, should several transactions overlap.

The memory of your transactions

Before OS, our proprietary platform, takes on the mechanical part of the work. It also keeps the memory of your transactions for as long as we work together: the files, the assumptions, the counterparties already met.

“A transaction should never start again from a blank page: what we learn from the previous one, we keep for the next.”Stéphane Hincourt-Thomassin

04 · Who it is for

Three situations where a Head of M&A is missing.

One transaction

Perhaps the only one

You sell, buy or raise funds once. The process is demanding, all the more so when a fund is among your shareholders, and it cannot be replayed.

Several transactions

But not often enough

You carry out several transactions, but not enough to justify a permanent M&A function. Between two transactions, a few days a month are enough to track the targets, keep the files up to date and stay in touch with the counterparties already met.

An M&A team

In need of reinforcement

You already have an M&A team, and it is facing a demanding process or too many transactions at once. We come in to reinforce it.

05 · How

The scope, transaction by transaction.

We do the groundwork, we run the process, we prepare the decisions. They remain yours.

What we do

We prepare the company and its figures, search for acquirers or targets, and examine a target's accounts. We manage the timetable and the documents, compare the offers, and follow up on what was signed.

What is handed to outside firms

The lawyers, an audit firm when its sign-off is required, an investment bank when it is the best option. We think it through with you, we choose them together and we define their scope.

What remains yours

The decisions. Each one reaches you prepared, with an opinion.

Sale Acquisition Fundraising

You are buying one company, or several.

For an acquisition, the outsourced Head of M&A agrees with the CEO what he is looking for and what the company can pay and finance, finds the targets, then approaches them and negotiates, with or without an investment bank. He examines the target's accounts himself, which is included in the monthly fee, and coordinates the other checks. He prepares the decision file and the integration, then after signing follows the final price, the warranties and what the combination delivers.

Deciding

what you are looking for and why, the criteria of a good target, what the company can pay and finance, before any approach.

Finding the targets

those that are for sale, and those that do not say so; a first screening, a first idea of their value. To see them come up: market studies, a map of the players, and a network of bankers and introducers kept up over time.

Approaching and negotiating

the first contacts, the letter of intent, the price and its conditions, then, with your lawyers, the contract clauses that set the price actually paid. We can handle them directly; with or without an investment bank, we decide that with you.

Checking

the target's accounts, which we examine ourselves: this is included in the monthly fee, as with an employed Head of M&A. The other checks (business, technical, organisation) are entrusted to specialists, and we coordinate them with your tax, legal and HR teams.

Preparing the decision

the file presented to your board or your shareholders: the target's business plan, its value and the scenarios that move it, the risks, the price, the limits not to be exceeded.

Preparing the integration

what the combination is meant to deliver and the plan for the first days, with your managers.

After signing

the final price, the warranties, the earn-outs; what the combination actually delivers, compared with what was planned.

You make one acquisition after another

an organisation that lasts: a committee, document templates, a list of targets kept up to date.

You are selling your company, or handing it over.

For a sale, the outsourced Head of M&A prepares the company and its figures before it is put up for sale, agrees with the CEO what is entrusted to outside advisers, then finds and compares the acquirers, with an investment bank or without one. He keeps the timetable, the questions and the documents, compares the offers on what the seller will actually receive, and after signing follows the final price, the earn-out and the warranty claims.

Deciding

what the company is worth today, what can still increase its value, the right time, and whom to sell to.

Preparing the company and its figures

the profit that truly recurs, the debts, what it takes to keep the business running; the sensitive issues quantified before the acquirer finds them; the documents in order, ready to be shown.

Choosing what is handed to outside firms

lawyers, audit firm, investment bank: we work out with you which ones the transaction calls for, we get competing proposals, we define their scope and their fees. We work with your accountant, who knows your accounts.

Finding and comparing acquirers

who can buy, with what means, and how seriously. With an investment bank or without one: we weigh both options with you. Without one, we run the search.

Running the process

a single point of contact for your advisers and for the acquirers: the timetable, the questions, the documents.

Negotiating and deciding

the offers compared on what you will actually receive; the warranties, the earn-out, the conditions. The decision remains yours.

After signing

the final price, the earn-out to track and defend, the warranty claims.

You are selling a business or a subsidiary

the precise scope of what is being sold, its accounts separated from those of the group, the separation function by function, and the services provided to the acquirer during the transition.

You are raising funds, in equity or in debt: from funds, business angels, family offices or lenders.

For a fundraising, in equity or in debt, the outsourced Head of M&A frames the need, the dilution accepted and the timetable, prepares a verified financial model and the investor file, then chooses the investors to approach and runs the round. He compares the terms of the offers (valuation, preferred rights, governance), and after the round follows the use of the funds and the reports to investors.

Scoping the fundraising

what the company needs and for how long, equity or debt, the dilution you accept, the timetable.

Preparing the file

a verified financial model, the business plan, the documentation for investors, the documents in order, ready to be shown.

Targeting investors

those whose thesis, ticket size and timetable match the company, and the order in which to approach them.

Running the fundraising

the approaches, the answers to questions, the investors' checks to coordinate, the timetable to keep.

Comparing the terms

the valuation, the preferential rights, the governance: what each offer actually leaves the CEO and the shareholders.

After the fundraising

the use of funds tracked against the plan, the reports to investors, the preparation of the next round.

Two formatsFor the duration of one transaction, we start at the preparation stage, well before the company goes to market, and we go through to after signing. Over the long term, when transactions follow one another, we track the targets and keep the files up to date between two transactions.
The priceYou pay a monthly fee, set at the outset according to what is planned: one transaction in the year or several, one target to examine or ten. A reduced success fee is added if the transaction completes; the monthly fees already paid are deducted from it, in part or in full. You can stop along the way.
What you receive, and keepFrom the outset, you have a roadmap, with objectives each month. The presentations, the analyses and the reports belong to you, whether the transaction completes or not. If you stop, you keep everything, and the data we hold is deleted, for good.
What we do not provideWe do not provide the sign-off of a recognised firm, when an acquirer, a bank or a fund requires it. We choose that firm with you, we prepare its work and we discuss it.

06 · The difference

Neither a one-off assignment, nor a full-time position.

The function goes beyond what is handed to an adviser for the duration of a transaction, without filling a full-time position. Before Leadership is built to run it. Three things set it apart from an advisory mandate.

Before the mandate

We are there when there is not yet any file or appointed adviser, to decide, then to prepare.

After signing

We stay for the final price, the warranties, the integration or the use of funds.

The same person

The person who prepared the file defends it, then follows up on what was signed.

Also

For a specific need, advisory mandates.

You do not need a Head of M&A, only a specific piece of work: preparing your company before selling it, examining a target's accounts, or running a fundraising. We then do it as a mandate.

When selling

We prepare the company and its figures before the file is opened to acquirers (vendor assistance).

Before Diligence, vendor assistance →

When buying

We examine the target's accounts, on your side: a red-flag report, or a full due diligence.

Before Diligence, financial due diligence →

When raising funds

We run the fundraising as a mandate: we structure it, build the investor file and verify the financial model.

Before Advisory, fundraising mandate →

Only considering it for now? Start with a training session on your own accounts.

Questions

What we are asked most often.

What is an outsourced M&A function?

An outsourced M&A function is a company's M&A function, run by a Head of M&A who is not its employee; the role is also called a fractional Head of M&A, and the function outsourced corporate development. He prepares, leads and follows through the company's sales, acquisitions and fundraisings, before the transaction, during it, and after signing. Before Partners provides it for SMEs, family-owned mid-caps and growth companies.

Who can project-manage a sale for an SME?

An outsourced Head of M&A can: he prepares the figures, chooses with the CEO what is handed to outside firms, manages the timetable and the data room, and prepares each decision. Failing that, the role falls back on the CEO and the CFO, on top of running the business.

How does it differ from an investment bank or a due diligence firm?

An investment bank or a due diligence firm works from mandate to signing, on the assignment it has been given. The outsourced Head of M&A is on the company's side: he works before them and after them, does himself part of what is usually handed to them, chooses with the CEO what is handed to outside firms and discusses the work they deliver. He does not replace the sign-off of a recognised firm when an acquirer or a bank requires it.

Do you need a full-time Head of M&A?

A full-time Head of M&A is rarely justified in an SME. For the duration of a transaction, the assignment of an outsourced Head of M&A ramps up, then stops. Over the long term, a few days a month are enough between two transactions: target monitoring, files kept up to date, counterparties already qualified.

Which companies is an outsourced M&A function for?

First, SMEs, family-owned mid-caps and growth companies, for which an employed Head of M&A makes little sense. Also much larger companies, when their M&A team is absent or stretched.

How is an outsourced M&A function paid for?

At Before Partners, the outsourced M&A function is paid for by a monthly fee, set at the outset according to what is planned: one transaction in the year or several, one target to examine or ten. A reduced success fee is added if the transaction completes; the monthly fees already paid are deducted from it, in part or in full. The company can stop along the way.

When should you bring in an outsourced Head of M&A?

An outsourced Head of M&A comes in before the transaction, when there is still no file and no adviser appointed: he helps to decide, then prepares the company and its figures, well before it is put up for sale. He then runs the transaction, and stays after signing for the final price, the warranties, the integration or the use of the funds.

An outsourced Head of M&A,
without hiring.