T&M’s Financial Chronicles | Written by Moses Elwon | Co Research by Theodore Oranu

The Human Equation
In people-based M&A, the real value walks out of the door every evening and the deal’s success depends on whether it comes back the next morning. Deals rise and fall on relationships, trust, and the ability to integrate cultures. For the second part of our series, we sat down with David Blois, Founder & Managing partner of M&A Advisory, to explore what makes these transactions succeed; and fail. From his early corporate finance career to running Saatchi & Saatchi in post-Communist Hungary, and now advising agencies worldwide, David’s insights cut through the noise of pure financial
metrics to focus on the human factors that define deal value.

The Three Pillars of Every Successful People-Business Deal
David’s blueprint for a winning people-based M&A deal boils down to three non negotiables: Chemistry, Cultural Fit, and an Outstanding Business Proposition. Chemistry is that spark in the room; the instant trust and rapport that makes conversations flow. Cultural fit is about shared ways of working; as David warns, “you wouldn’t put a bureaucratic business together with an entrepreneurial business, they would just clash.” And the proposition? It has to be irresistible, a crystal-clear reason to join forces that supercharges growth.

Bain & Co and Harvard Business Review both point to the same brutal truth: cultural mismatches sink 50–70% of M&A deals. In a people business, where the assets walk out the door at night, why would you risk partnering with someone you can’t stand to work with? Just ask Real Chemistry, the global marketing and analytics firm that stitched together over a decade of acquisitions under one banner – their CEO Jim Weiss’ maintained that the real key to integration success was cultural unity, guided by his mantra: “One team, one dream… one unified culture; it will help us integrate and collaborate more effectively.” Blois’ takeaway is clear: ignore these three pillars, and all the dynamic financial wizardry in the world still won’t save you.

Moving from Corporate Finance to People-Focused M&A
David’s path from corporate finance to people-focused M&A was a career pivot embedded by a complete shift in philosophy. In the high-stakes old fashioned world of corporate finance, firms often “did everything … in the interests of shareholders only”.

But as David immersed himself in advising marketing and communications businesses, he realised that in “people businesses,” the true value is in the human capital, reinforced by the relationships and cultural DNA that move in sync. It was a stark contrast to the shareholder-value mindset he had seen in corporate finance, where short-term financial gains often eclipsed the long-term health & culture of the business. In people-based sectors, that can be fatal: undervalue your talent, and the very assets you rely on can become voluntarily redundant. That conviction began years earlier, when he was still an employee in corporate finance. “I thought, actually, this is not going to do me any good,” he recalls. “I wanted to find someone that valued people. So, I thought, well, how about finding a people business? I left Reed and wrote to the finance director of Saatchi & Saatchi at the time, looking for an opportunity with them.”

It’s a perspective that echoes the global pivot toward stakeholder capitalism, where firms like McKinsey and Deloitte highlight the growing role of talent and culture in deal valuation. David learned this lesson firsthand during his years at Saatchi & Saatchi in post-Communist Hungary, a turbulent market with soaring operating costs, scarce senior talent, a fragile infrastructure and the “big overhang of Hungarian laws”. Foreign Direct Investment was flooding into Eastern Europe in the early 1990s, but rapid market liberalisation meant that Western firms could not simply import their playbooks and expect success. As David recalls, it was the ability to attract, retain, integrate and in some cases, add ‘English lessons’ to the onboarding process, in a challenging environment. That same truth applies today: whether you are entering an emerging market or merging two firms in London, those who treat human capital as a line item rather than the engine of the business are setting themselves up for failure.

What Buyers Really Look for Beyond the Numbers
Buyers may glance at the numbers first, but they’re really testing whether the business can run without its founder. David calls this sustainability “in the ongoing sense,” and it starts with a second-tier management team that’s ready to test the waters. Then comes specialisation; not a jack of all trades, but a precise proposition that drops neatly into a buyer’s growth plan ultimately “encouraging founders to work on the business rather than in the business”. Systems have to be bulletproof and showing up without current forecasts or clean management accounts will kill the buyer’s interest before the coffee gets cold. Margins near 20% for agencies and client concentration below 30% signal discipline and diversification of risk with a tight marketing funnel suggesting the pipeline will reliably feed growth and won’t dry up once the founder steps back.

A mutual perspective is that of PwC’s buy-side due-diligence playbooks, warning that weak controls or customer concentration are classic price-chippers, insinuating the vitality of diversification and a granular pipeline. Bring it together and you have a machine that hums without its maker. Miss the mark, and diligence will expose the cracks; hit it, and buyers see a business that can run and win – on its own, securing a premium valuation and confident success that will outlast the founder.

The Agency Marketing Paradox
From years of advising clients, David has noticed a strange irony: many marketing agencies are poor at marketing themselves. “The focus is often on winning clients and servicing them, so you don’t think so much about branding and marketing your own agency.” Too often, business flows through the founder’s personal network or reputation, enough to keep the lights on, but not enough to sustain long-term growth or attract premium buyers.

When David evaluates a business for sale, even years before the event, he looks at the quality of its website, its LinkedIn presence, and how effectively it uses modern algorithms to reach the right audience. “The word of today is to attract business,” he says. “The days of hunting are over… people choose their agency or service online, rather than being approached by a salesman.” Research from HubSpot and Marketing Week supports this view; inbound lead generation consistently outperforms cold outreach for long-term brand building yet remains underused in the sector.

In David’s experience, the highest valuations go to agencies that have been building visibility and trust with buyers long before the idea of selling even arises. For those yet to start, the fix is straightforward but rarely acted on: conduct strategic brand and marketing reviews, define a unique value proposition, and establish marketing funnels that consistently attract targeted leads. Nick Rines, Marketing & Communications Manager at Community Action Suffolk, captured it best in Marketing Week: “In any market the sellers have to sell themselves. A few agencies do it extremely well and enjoy high brand profiles, but too many have to learn to practice what they preach.” The agencies that follow this advice not only win more clients now but position themselves to secure higher valuations when it’s time to exit.

The Multiple-Exit Strategy
David is a strong advocate of deals where a founder sells a majority stake but retains a meaningful minority, then using the acquirer’s resources and the robust synergies to scale before cashing out the rest later. “I think that’s a really, really good way of selling a business,” he says. The approach works in different contexts: sometimes with an older founder who wants a clean exit, and other times with a younger one keen to, as David puts it, “play on a bigger stage.” In the latter case, the founder might have growth ambitions – like opening a US office – but lacks the capital or appetite for the risk. A US
acquirer could step in, buy 60% of the business, and leave the founder with 40%, creating a partnership that accelerates growth far beyond what could be achieved alone. Under the acquirer’s umbrella, the business can scale faster and reach new markets, amplified by the infusion of “more muscle” and greater reach.

At a later agreed point, or when the acquirer itself is sold or attracts private equity, the founder sells their remaining stake. In many of the deals David has seen that second payout has been worth three or four times what the founder earned for the original majority stake. It’s a playbook long favoured in private equity, where aligned synergies can turn the second exit into the real payday. For founders able to align with the right buyer, the multiple-exit strategy transcends deal mechanics; it becomes a calculated path to amplify enterprise value while preserving a seat at the table to influence its next chapter.

Earn-Outs Are the Skinny Jeans of M&A
Once a staple of deal-making, earn-outs are, in David’s words, “going the way of skinny jeans.” These contractual clauses tie part of the purchase price to future performance, often over a two – to three-year period, and are designed to bridge valuation gaps between buyers and sellers. The buyer pays an agreed sum upfront, with the remainder contingent on meeting pre-defined performance targets such as revenue, EBITDA, or specific operational milestones.

In a subdued M&A market, where buyers are hunting for favourable opportunities and sellers long for the peak valuations of 2021, earn-outs are making a partial comeback, particularly in growth-company acquisitions. While they’ve long been common in life sciences deals, there’s a noticeable increase across private-target transactions. On paper, they offer risk-sharing: the buyer reduces upfront exposure, and the seller gains the potential to benefit from future growth.

However, David has seen the downsides first-hand because “Legally, the buyer doesn’t fully own the business until the final payment is made, so integration grinds to a halt. The seller can say, ‘I don’t want your finance department doing my accounts’ or ‘I don’t want to service your client,’” he explains. That lack of control and delayed operational blending is particularly damaging in people businesses, where speed of cultural integration is often the difference between success and failure. Earn-outs can also extend the seller’s involvement in ways that create tension and increase the risk of post
deal disputes, especially if performance metrics are open to interpretation or if accounting assumptions are manipulated. For this reason, David increasingly sees deals shift toward partial-share structures: for example, a buyer acquires 60% in cash, leaving the remaining 40% in the seller’s hands as equity. This allows immediate integration and clear operational control from day one. In his estimation, the slow fade of multi-year earn-outs is a strategic pivot, acknowledging that in premium people businesses, the speed of cultural unification eclipses the lure of theoretical future gains.

Running a Strategic Review: The MOT for Businesses

When a founder approaches David wanting to take their company to market, his first step is to run what he calls an “MOT.” Much like a vehicle inspection, a strategic review examines every critical component: staffing, finances, client relationships, market positioning, and operational systems. The goal, he says, is to identify the premium factors that will attract buyers, such as specialisation, strong leadership, and robust systems – and the discount factors that will drive the price down, like over-reliance on a single client, weak financial controls, or a lack of focus. To really maximise valuation “What you’ve got to do is minimise those discount factors and focus on the premiums,” David explains. In many cases, addressing these issues leaves the founder with a much stronger company, resilient enough that they decide to delay or even abandon the sale
entirely.

This process aligns with what top investment banks and M&A advisors, including McKinsey, recommend: a strategic review should happen two to three years before a sale to close value gaps and ensure the company’s M&A strategy is tied directly to its broader growth objectives. The review forces leadership to answer fundamental questions: Why, where, and how should we use M&A to achieve our corporate strategy? What is our value creation thesis? How does a potential transaction make us better and how can we make the target better? From there, founders can assess their strategic objectives, whether that’s defending market share, acquiring talent, expanding internationally, or transforming the business model entirely. For David, the true win is that a meticulously executed strategic review transcends the confines of a pre-sale checklist; it becomes a blueprint for sharpening competitive edge and positioning the business to seize opportunities well beyond the sale.

Building a Long-Lasting Sale

For David, ticking the three pillars upfront, chemistry, cultural fit, and an outstanding proposition keeps deals alive years after acquisition. “Over the 15 years we’ve been in business, we’ve completed most of our deals, probably 80 or 90%,” he says and “Where we haven’t, it’s usually because of an issue with the company we’re selling – they might lose a major client or something like that. But where there’s nothing wrong with the company, we pretty much always find a buyer.” His process, grounded in those three elements, not only maximises the likelihood of a sale but also builds in the conditions for longevity. “You hear the horror stories about M&A deals crashing and burning after the acquisition, most of ours haven’t. Once those boxes are ticked, the chances of long term success are much higher.”

This philosophy mirrors a growing body of research on value creation beyond the deal. A PwC and Cass Business School study found that over half of acquisitions underperform compared to industry peers within two years, often due to poor cultural integration and the absence of a clear value creation plan. By contrast, 98% of deals that did create value had an official value creation methodology in place from the outset. The data reinforces what David sees daily; lasting value comes from aligning buyer and seller cultures, embedding integration priorities early, while focusing on two or three key
value-driving initiatives rather than chasing too much change too soon. In the realm of people-focused M&A, success is often defined years beyond completion, when the acquired business remains culturally seamless and on an upward growth trajectory.

David’s Career Advice & Final Takeaways

When it comes to building a career in M&A, David’s counsel runs counter to the traditional “analyst-to-partner” ladder. “I haven’t had the traditional M&A route,” he says. “I started as an accountant, moved through different industries and countries, and built wide business experience before running my own firm. I’m personally not sure about the purely vertical route – you never see the big, wide world out there. I’d say to any young professional: take different jobs, learn as much as you can, and don’t be afraid to step outside the deal room.” LinkedIn data backs him up as employers in M&A
increasingly value adaptability and cross-sector exposure alongside technical skills.

For us at T&M Financial Chronicles, building this platform has been as much a learning experience as any formal role serving as a reminder that creating your own projects can accelerate your career and open doors to opportunities you might not have imagined.

David Blois’ approach to people-based M&A strips the process back to its essentials: chemistry, culture, and proposition. As billionaire Stephen Coobeck once put it, “the best piece of advice I got is something that is not on your balance sheet but should be: human capital; people… the greatest asset one could have.” It’s a sentiment that dovetails with the old proverb, “three sticks intertwined are unbreakable,” a fitting metaphor for the intertwined pillars that underpin a lasting M&A deal. In a world obsessed with multiples and synergies, David’s track record proves that human factors drive sustainable deal value. For founders, the message is clear: prepare early, focus on what makes your business attractive beyond the numbers, and partner with buyers who share your vision. As for aspiring dealmakers, the real art is in orchestrating deals that become living stories, where strategy, culture, human ambition and chemistry intertwine in the seasons that follow the signed contracts.

Watch the interview here <