Strong financials are often assumed to be the decisive factor in a successful transaction. Yet, in Tami Fratis's experience, deals might falter even when the numbers appear compelling. Buyers may hesitate, founders might second-guess their decisions, and management teams might lose momentum under pressure.
Fratis, Managing Director of ACT Capital Advisors, works closely with private equity and venture capital portfolio company owners, corporate M&A attorneys, and accounting firms involved in quality of earnings work. She believes the common thread among failed or underwhelming deals is not a lack of buyers, but a lack of readiness.
"Success in closing transactions is not just finding buyers or sellers," Fratis explains. "It's really about the planning and executing that goes into place a year or two before wanting to make a sale." At ACT Capital Advisors, she helps facilitate those transactions by bringing a breadth of experience across fund management and investment services.
Sell-side investment banking, Fratis explains, is fundamentally about guiding business owners through the preparation, positioning, and execution of a sale, whether that involves selling all or part of a company. It means helping owners understand why they want to sell, what they need from a transaction, and whether their business is actually prepared for buyer scrutiny.
That process, she believes, includes positioning the company's story, assembling credible financials, guiding owners through diligence expectations, and managing negotiations through to a sale. In her view, each step is as much about communication and psychology as it is about finance. "Buyer outreach depends on credibility and clarity. Diligence tests patience and emotional resilience. Negotiation demands nuance," she says.
Founders, Fratis notes, rarely come to a sale without emotional weight. In her opinion, many companies may be concerned about legacy, employees, and the loss of control that accompanies an exit, while others may underestimate the imbalance of experience between themselves and buyers. Compassion and empathy, in her view, allow an advisor to surface these concerns early and design a process that reflects them.
Fratis is explicit that empathy in this context does not mean avoiding hard conversations. Instead, she defines it as deeply understanding a client's motives and pressures so that guidance resonates. "I handhold," she says. "I walk them through it. It's like going through a dark forest. I've been there before, and I know where the big risks are located."
That philosophy extends into how she approaches preparation before a company goes to market. "In my experience, I've often seen owners wait to receive offers like drinks at a bar rather than investing to become sale-ready," she says. "But attractiveness to buyers is built, not assumed. If a business is not ready, I tell them as it is. I tell them that they can sell next year, but that they have work to do first."
Trust with the seller, Fratis argues, is what makes this candor possible. When trust exists, clients are more willing to disclose weaknesses, accept realistic valuation guidance, and walk away from misaligned offers. Without it, she believes processes could unravel through last–minute surprises or re-trades.
She places equal emphasis on trust with buyers. Buyers, Fratis believes, could pay more and move faster when they trust the information presented to them. That trust, in her view, is built through accuracy and fairness in how information is shared during the sales process.
According to Fratis, empathy also plays a decisive role in negotiation, emphasizing that understanding each party's non-negotiables can allow for a dynamic that can respect different needs. Listening carefully, she notes, could often diffuse tension before it escalates.
Fratis explains, "At the end of the day, there are lots of ways deals fall apart if you don't understand what really matters to people." By reframing negotiations around shared interests and mutual respect, Fratis believes deals can be salvaged that might otherwise collapse under purely financial posturing.
For founders evaluating advisors, Fratis suggests focusing on interpersonal substance. In her view, sellers should treat the process like an interview: ask buyers whether they approach deals as a transaction or a long-term relationship, and how they show that in moments of disagreement or communication with management. "You're picking a lead, not just a firm. You need to know who's actually walking with you through this," she says.
In Tami Fratis's view, the future of sell-side advisory will belong to those who understand that transactions are ultimately human experiences. She believes compassion, empathy, and trust will only grow in importance, quietly shaping outcomes long before a deal ever reaches the closing table.
