---
title: "M&A Pitfalls | Eemeli Ervasti Sami Miettinen | Negotiator 353"
summary: "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."
datePublished: 2025-09-30
dateModified: 2025-09-30
originalLang: en
section: economy
sections: ["economy","tools"]
authors: ["Sami Miettinen"]
tags: ["Negotiator","EP353","Sami Miettinen","Eemeli Ervasti","M&A","Company sale","Translink","Ownership","SaaS","Shareholder agreement","Inheritance tax","YEL","AI","Negotiation Power"]
canonical: https://www.neuvottelija.com/ai/ep353-yrityskaupan-sudenkuopat-ervasti-miettinen/
---
# M&A Pitfalls | Eemeli Ervasti Sami Miettinen | Negotiator 353

# 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:

1. **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.
2. **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.
3. **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.
4. **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.