A banker's job is to close the deal. The CEO's job is to close the right deal — and to keep the business running while they do it. Those are not the same role.
The Banker is Not Your Counsel
Investment bankers are skilled, often exceptional, and frequently work with genuine integrity. None of that changes the structural fact: a banker is paid to close the deal. Their fee structure — typically dominant in success fee — rewards completion, not optimisation.
This is not a criticism of bankers. It is a description of their job. A sell-side banker who refuses transactions because the price isn't quite right does not stay employed. A buy-side banker who tells the buyer to walk away does not bill. The system works exactly as designed; the question is whether it is designed for the CEO's interests.
What the CEO Is Actually Optimising
A CEO running an M&A process is optimising across at least four dimensions simultaneously. Transaction value — yes, but also process risk (the deal that doesn't close hurts), strategic fit (the right buyer or target, not just any buyer), and continuity (the business that gets disrupted by the process is the business they still need to lead).
Bankers can advise on the first dimension well. They can advise on the others — but they advise from inside their incentive structure. The CEO is the only person at the table who is fully accountable for all four dimensions, and they almost always need a second voice that shares that accountability.
What an Independent Counsel Does Differently
An independent advisor sits next to the CEO, not next to the deal. Their compensation isn't tied to closing. Their relationships across bidders, lenders, and lawyers don't create a competing mandate. Their incentive is to be re-hired by this CEO — for the next thing, on the next deal — which means their incentive is the CEO's outcome.
Concretely: the independent counsel sanity-checks the banker's process design, scrutinises the valuation logic, prepares the CEO for negotiation moments, manages the workstreams across all advisors, and provides the second opinion on every consequential decision.
Most importantly: they tell the CEO when the deal is not the right deal. Bankers, structurally, cannot do that with full conviction. The CEO needs someone who can.
Why This Is Not a Talent Question
The instinct to address this with 'I have great bankers' misses the point. The issue is not banker quality. The issue is structural alignment. The best banker in the world is still being paid by a fee structure that rewards closing. Adding an independent counsel does not replace the banker; it pairs the banker with someone whose only job is the CEO's interest.
The cost is small relative to the deal. The benefit — measured in retrade prevention, valuation discipline, and CEO bandwidth preservation — typically exceeds the cost by an order of magnitude. The reason this isn't standard practice is institutional inertia, not analytical doubt.