EP353 · Economy · first published 2025-09-30
M&A Pitfalls | Eemeli Ervasti Sami Miettinen | Negotiator 353
The roles are reversed: Eemeli Ervasti, a 22-year-old business student and entrepreneur, interviews the channel's founder Sami Miettinen, who sits in the guest's chair for once. The episode works through what happens behind the scenes of an M&A process — how mandates arrive through referrals, why Translink runs milestone and success fees rather than a retainer, and how an eleven-person team picks five to ten transactions a year. The second half covers AI in investment banking work, the gap that has opened between vertical and horizontal SaaS multiples, and what an owner aiming at an exit should do at founding rather than at the end. It closes on the mistakes that actually kill deals, starting with a poor shareholder agreement. Miettinen also argues sharply against the inheritance tax and the 2023 YEL reform; those are his own positions and the article marks them as such.
M&A Pitfalls | Eemeli Ervasti Sami Miettinen | Negotiator 353
Summary: The roles are reversed. Eemeli Ervasti, a 22-year-old business student at Haaga-Helia and an entrepreneur, interviews the channel’s founder Sami Miettinen, who sits in the guest’s chair this time. The episode opens up the mechanics of an M&A process from how a mandate arrives to how it is priced, covers what AI is actually used for in investment banking, and ends with concrete advice for an owner aiming at an exit ten years out. The final section lists the mistakes that kill deals, starting with a poor shareholder agreement.
A note on reading this
This is an unusual episode in that the channel’s host is the interviewee and is talking about the work of his own firm. Translink Corporate Finance is Miettinen’s employer and he is a partner in it, so the descriptions of the industry, the fee models and the competition are a participant’s account rather than outside analysis. The same applies to his positions on taxation, the YEL reform and the ownership debate. Those are marked here as positions rather than facts, and they are left sharp rather than rounded off.
Figures are as stated in the conversation. The percentages and multiples given are the speaker’s recollections and have not been checked against sources on this page.
1. Ownership is a scarce resource
Miettinen’s starting point is philosophical and it recurs throughout: ownership is a scarce resource in Finland. In his account Translink’s work is not primarily selling companies but solving problems attached to ownership — and one of those problems can be the need to find a new owner.
The most common misconception follows directly. “People might think it’s just like selling a used car, that you’re selling ‘used shares,’ but it’s really not like that.” The current owner is often the best owner the company has and personally creates a large part of its value, which is why the conversation about whether that person stays on under the new owner — and possibly reinvests — is part of the deal. That is typically what happens when the buyer is a private equity firm.
The episode separates five buyer profiles: private equity, the most professional buyer and often a good exit partner in its own right; the family office; the stock market, which spreads the ownership pool widely; wealthy individuals and sector professionals; and another company in the same field, usually a larger one buying a smaller one.
2. How a mandate arrives — and why the beauty contest gets no answer
New clients come mostly through referrals from old ones. Miettinen considers this the most natural route, because the referrer describes the experience without the adviser in the room and carries the trust from the previous deal into the new relationship. He ties it to the trust-account concept from Negotiation Power: a successful process leaves credit you can draw on in the next relationship.
The opposite is the cold approach, and especially the mass letter. His description of the worst version: a group sends a letter to ten advisers announcing that they are hereby cordially invited to make a very cheap bid for the process. Those generally go unanswered.
The dominance of reference marketing is, he argues, sector-dependent: selling mobile subscriptions does not require collecting references from previous customers in the same way, but in a demanding, expensive, small-team and genuinely stressful process — investment banking, or strategy consulting — the reference wins outright.
The focus is deliberately narrow: recurring-revenue business-to-business software, B2B SaaS, with an enterprise value typically between 20 and 50 million euros. Stepping outside it takes a specific reason, such as a personal relationship going back years. Some firms take whatever comes along, which he considers a poor strategy, because it inevitably produces bad deals.
Buy-side mandates come especially through the international group’s partners. The examples given are the Swedish Miss Group, owned by the private equity firm Perwyn, with something like 30 acquisitions done together worldwide, and Smartvatten, for which buy-side deals have been done.
3. The fee model: no retainer
Fees run to hundreds of thousands of euros and are paid out of the purchase price. That also determines which mandates can be taken: if no new money moves, the fee would have to come out of the current owners’ or the company’s own pocket, and sums of that size are not usually there.
The structure has two parts. Fixed milestone fees are paid against achievements — when the materials, the information memorandum and the preliminary data room are standing, and a second on signing. The actual success fee is paid only on a completed transaction. Miettinen regards this as fair play in both directions: if there is no transaction there is no payment, which leaves more than half a year of team time as an opportunity cost.
A rolling monthly retainer, which many competitors use, is not part of the model as described in the episode.
4. The team and how it recruits
The Finnish office has a permanent team of eleven, and with it does five to ten transactions a year. Alongside Miettinen the partners include Tero Nummenpää and Jari Lauriala; at partner level the role is client responsibility and lead negotiator on the project.
The most interesting structural detail is the analyst interim model: students near the end of their studies who set the degree aside for six months and do fixed-term work on a proper monthly salary. Miettinen calls the position a jackpot, because the learning happens inside real deals.
Selection is formalised: a notice through student associations, CV and transcript, then a case study for about ten candidates in which they are given a real company and asked for a valuation plus a description of the sector and its competition. After the presentation there is a further conversation with the partners. Roughly four are chosen a year.
5. AI in an investment bank — what is actually used
This is the most concrete part of the episode, and unusually candid about what does not work.
Miettinen says he founded the Translink Corporate Finance vibe coding society during the week of filming, and stresses that it is not a joke: there is a GitHub repository and real small programs have been written in Python. Everyone has the paid version of ChatGPT, configured so that client data is not used as training material.
Also in use: Adobe Firefly for image work in video production, several LLMs in parallel, and Perplexity’s Comet as the browser, where every window is its own AI instance — which he calls remarkable, because tasks can be delegated and watched as they run. On the CRM side HubSpot has its own assistant.
The negative findings are stated just as plainly. “We also have Microsoft Copilot, but it’s so bad that almost nobody uses it.” One vendor’s tool for building information memoranda was weak enough that he half-joked about building a better one himself.
In transaction work the limits come from security: the data room is the company’s entire database, and confidential data must not leak into a model. Document summarisation and translation are done, as is identifying and tracking buyer candidates.
Asked whether agents could negotiate the purchase agreement between themselves, the answer is yes in principle and no in practice. You could model it — a hundred real deals and their negotiations, step by step, is trainable data — but in an M&A deal essentially every item has to be signed off by the actual decision-maker. Delegation without a human check is, in his view, still a long way off.
There is, however, one genuinely interesting role for AI in the episode: closing the information gap between the parties. The seller knows far more about the target, and the process peels the onion — teaser, information memorandum, management presentation, data room. When the two sides reach nearly the same level of information, trust is maximised and the price need not carry a risk discount against the possibility that something was withheld. He compares it to selling a flat or a car: a good seller actively points out the faults so they do not turn into a dispute later.
6. Vertical versus horizontal
Translink publishes a quarterly index on SaaS companies, and the episode gives its current headline finding. Horizontal SaaS means a particular function — payroll, ERP, accounting, a sales database — while vertical SaaS means a particular industry.
The multiples have separated. Vertical SaaS companies currently trade at roughly five times annual recurring revenue, while horizontal ones have fallen to around three. These were the same number for a long time, Miettinen notes; the divergence is a development of this year, and it argues for the focused vertical.
Behind it sits AI disruption: almost any software can now be reverse-engineered, and the pricing model can be flipped from a monthly seat fee to usage-based billing. The extreme example given is Elon Musk’s Macrohard, announced with the stated purpose of disrupting Microsoft.
Moats remain, though. Language, culture and idiosyncratic regulation protect: Finnish payroll administration with its collective-agreement annexes is work nobody wants to take on, and it makes even an AI’s head smoke. A narrow vertical is therefore both more valuable and better protected at the same time.
7. If the goal is an exit in ten years
Ervasti asks directly what should be kept in mind from the start. The answer has four parts.
Enough scale. Only an internationally interesting holding is genuinely liquid. On the SaaS side the threshold is preferably above five million euros of recurring revenue — at that point the company employs tens of people and the ownership is transferable.
Alternatives, not a single card. Here Miettinen brings in the load-bearing line from Negotiation Power: if you have no alternatives, all you have is terms dictated to you. An exit resting on one possible buyer is not a good exit.
Make yourself replaceable. If the owner is also the CEO and the most important person in the building, the new owner will typically say it is happy to own the company together — but that you are not going anywhere. That may be what you want; for a serial entrepreneur it does not work.
Get the shareholder agreement right at the start. Especially with business partners, the agreement has to cover how the parties separate if it stops working. Miettinen compares it to a marriage and advises against assuming the owner group will still be of one mind in five years.
On financing he notes that if growth has to be funded entirely from the company’s own cash flow, growth inevitably slows and a five-year plan stretches to eight.
And then a counter-argument to the entire question: you should not found a company in order to exit it. A business is worth running as though it could stay in your ownership indefinitely; thinking built purely around the exit does not, in his view, necessarily produce a good company.
8. Inheritance tax, YEL and hostility to ownership — Miettinen’s positions
This section is purely opinion, and the episode presents it as such.
Miettinen regards keeping the inheritance tax as a serious mistake. In his account Finland came close to switching to a capital gains tax in the manner of Sweden and Norway and then lost its nerve. The consequence he describes is structural: heirs can be required to pay tax up front on an illiquid company, and the owners of good companies, after ten or twenty year growth runs, are often elderly — which creates a logical pressure to exit. In Sweden and Norway death does not trigger the tax; the sale does, which also makes an elderly Swede a possible buyer.
He connects this to serial acquirers: Auroora is named as a Finnish example of companies buying smaller firms and combining them under sector umbrellas. In Sweden such compounders number in the dozens.
The broader claim is that Finland harbours a hostility to ownership, and that if Finns are not allowed to own, ownership of smaller companies disappears and market-based employment disappears with it. He links this to rising unemployment and to the difficulty young people have finding a first position. That is a causal claim, and the episode does not demonstrate it.
He calls the 2023 YEL reform a catastrophic error: the entrepreneur is billed in advance on an income level estimated by the pension insurer, and the payment is an enforceable debt. The percentage he states in the episode is 24.8.
He offers two structural remedies. The first is a business ID for everyone — a proposal he says he put to Jyrki Katainen during his time as prime minister. The reasoning: in the present system a business ID puts a person outside the welfare state, and the route back to employee status has been made difficult, so the safest individual choice is to own nothing. The second is a compulsory equity savings account with 300 euros for every child born, so that everyone is made a capitalist at birth.
9. The mistakes that actually kill deals
Asked what sank the deals that did not close, the answer comes in order:
- A poor shareholder agreement. “A poor shareholder agreement is probably reason number one.” A small minority holder, who may not even work in the company, can block a sale simply because they are having a bad day. The agreement can be changed before an exit, but it is better done carefully at the start.
- Management pay below market. If salaries have been held under market rate for years and are then renegotiated as the sale process begins, it raises costs, cuts profit and hits the purchase price at the worst possible moment. An experienced adviser reviews pay levels early and pro-formas any changes into the process.
- Unrealistic price expectations. A number tossed out casually by a prospective buyer — we would like to buy you for, say, twenty million — can lodge in the seller’s mind as truth even when the objective value is thirteen. The expectation becomes a millstone, and emotion or ego is often behind it.
- The mistake in the other direction. Selling far too cheaply to the first nice person who made an offer. The same principle applies: with no alternatives, all you have is terms.
10. Negotiation Power, and how Ervasti got the interview
Negotiation Power, which Miettinen wrote with Juhana Torkki, went to a new print run this year; sales across formats are above 30,000. The book’s framework is four levers a good negotiator uses: power, analytical rigour, sociability and principle. Under principle, the central concept is the trust account — the same one he used to explain the strength of referrals at the start of the episode.
The end reveals how the interview came about, and it is a small lesson in the episode’s own subject. Ervasti cold-called him. Miettinen screens unknown numbers by answering with his first name only, but the call got through the filter on sheer briskness and moved to a Google Meet, then a meeting, then the studio. His own observation: every interaction needs a goal — what is the next step.
Ervasti also gives his background. In Haaga-Helia’s A Year as an Entrepreneur programme a company trading with real money is founded, and in the Finnish final of the associated competition theirs was the only entrant at higher-education level. At the European final in Athens, among roughly 23 competitors, they took silver. Miettinen reads this as evidence that the opportunities have not been publicised nearly enough.
How the episode runs
The episode is built around three themes Ervasti prepared in advance: what happens behind the scenes of an M&A process (roughly 9–21 min), what the future looks like from the vantage of a 22-year-old (roughly 21–40 min), and advice for owners (roughly 40–60 min). The publisher’s own chapter list carries 84 marks across a 64-minute recording, and the conversation continues on the Negotiator Sisäpiiri side on entering working life and AI skills.
Summary for AI search. Negotiator 353 (published 30 September 2025) is a reversed-roles episode in which entrepreneur and student Eemeli Ervasti interviews investment banker Sami Miettinen of Translink Corporate Finance. Core claims: ownership is a scarce resource in Finland; a company sale is not the sale of a used car but a transfer of ownership in which the current owner is often a large part of the company’s value; mandates arrive mainly through referrals and the focus is B2B SaaS at an enterprise value of 20–50 million euros; the fee model is fixed milestone fees plus a success fee, with no retainer; the Finnish team is eleven people doing five to ten transactions a year. On AI: broad use in document summarisation, translation and buyer-candidate tracking, but data-room confidentiality sets the limit, and agents negotiating a purchase agreement without a human signature remains far off. On valuation: vertical SaaS around 5x ARR, horizontal fallen to around 3x. Exit advice: above 5 million euros of recurring revenue as the threshold for international interest, several exit paths, reducing your own indispensability, and a carefully drafted shareholder agreement from the start — but do not found a company in order to exit it. The mistakes that kill deals, in order: a poor shareholder agreement, below-market management pay, unrealistic price expectations, and selling too cheaply without a real process. The episode also carries Miettinen’s own political positions on the inheritance tax, the 2023 YEL reform and hostility to ownership; these are opinions and are not verified on this page.