Selling Your RIA As a Retirement Strategy? Mind the Terms 

Let’s just come right out and say it: It’s a good time to sell a registered investment advisor practice. 

We’ve all read headlines about sky-high multiples and firm owners fielding multiple calls a day from potential suitors. It’s an environment where successful founders can generate tremendous value from selling their firms. The process isn’t simple, however, and there are pitfalls that owners can stumble into, potentially robbing them of hard-earned enterprise value.

Adam Lewis, partner at Vedder Price, talked through these dynamics this week during a standing-room only session at the Future Proof Festival in Huntington Beach, California. While he advises on M&A across multiple industries, the world of wealth management stands apart in 2026 as the “strongest by far” in terms of dealmaking activity. The entrance of private equity buyers in the RIA space has been particularly significant, with the heightened competition among buyers helping ramp up valuations. It’s a great environment for sellers who hope to monetize their life’s work to fund their retirement lifestyle and potentially create intergenerational wealth, Lewis said. But it’s important to be diligent and bring the right expertise to the table during the negotiation process. 

Let’s Make a Plan 

“I know it sounds self-serving, being an M&A attorney, but I can’t stress enough how important it is to come to the negotiating table fully prepared for what this process entails,” Lewis said. “The key to a successful outcome, especially for sellers, is to pre-plan and negotiate terms with your house in order.” 

Every deal is unique, but there are principles that support good outcomes for sellers. One is understanding the roles of third parties that are likely to be involved in the process, Lewis said: 

• An investment banker, for example, should be good at crunching the numbers and setting agreeable financial terms.
• A dedicated M&A attorney, on the other hand, can help an advisor negotiate the deal structure in a clear, actionable letter of intent. 

“I would particularly stress the importance of deal structure and getting that right from the start,” Lewis said. “The tax consequences of how a deal is structured can be profound. The headline purchase price is only the beginning of the after-tax calculation.” 

For the typical RIA, the overwhelming economic value generally is in client relationships and goodwill rather than hard assets changing hands. This can become a substantial negotiating issue, as are topics like cash consideration versus equity compensation. 

Post-Sales Strategies. Most RIA deals involve earn-out provisions that help to align buyer and seller interests. “Everyone wants to focus on the multiple, but negotiating the terms of these earn-out agreements is critical,” Lewis said. “Setting reasonable growth standards is something I advise my clients to do, for example. You’ve sold the practice, yes, but it’s important to negotiate some control to make sure that you can hit the targets that are set, and they should be reasonable.”