Boutique adviser or bank: matching the firm to the raise

Mandate. An investment bank offers a broad set of services: underwriting public offerings, advising on mergers and acquisitions, arranging syndicated loans, research, trading and, in many cases, lending from its own balance sheet. A placement agent has a narrower brief. It finds suitable private investors for a specific raise, prepares the company to meet them and manages the process through to completion. It does not underwrite the deal. If the right investors are not found, there is no transaction, and the company keeps its equity.

Size of deal. Large investment banks are geared economically towards large transactions such as listings, public bond issues and major acquisitions. A private raise for a growing company may fall well below the size at which a large bank can justify a senior team's time, and such mandates often end up with junior staff. Boutique advisers and placement agents tend to work on private growth rounds, private credit facilities and mid-market transactions, where the investors are family offices, private investors and specialist funds, and where senior attention is easier to secure. Most still have a floor: a raise needs to be large enough to justify a full process for both sides.

Process. A bank-led public offering follows a formal sequence of due diligence, regulatory documentation, a roadshow, bookbuilding and pricing. A private placement is more bespoke. The adviser builds a targeted list of investors, approaches them under confidentiality, arranges management meetings, coordinates diligence through a data room and negotiates terms. Banks often bring wide institutional distribution. A placement agent's value lies in specific relationships with the investors most likely to back a particular company.

The Gulf adds its own considerations. Gulf capital moves largely through relationships. UBS's Global Family Office Report 2026 found that only 31% of family offices globally have a formal process for selecting external providers, so a trusted introduction often decides whether a business gets a serious hearing. The region's largest sovereign funds have their own relationships with global banks and tend to work through strategic partnerships and anchor commitments on large transactions. Family offices and private investors in Riyadh, Abu Dhabi, Dubai, Doha and Kuwait are more often reached through individuals who know them and whom they trust. An adviser's value in the region depends on which of these groups it actually knows.

A worked example. Consider a hypothetical London business that wants to raise EUR 12 million of growth equity, and would welcome Gulf family offices on the register. A large bank may see the transaction as too small for a senior team, and its Gulf coverage may be built around sovereign funds and large corporates. A specialist adviser with family office relationships in the region can approach a short list of suitable investors directly. Now consider the same business five years later, planning a listing. The balance reverses: the listing needs underwriting, research and institutional distribution, which is what a bank is built for.

Fees in general terms. Both models usually combine some upfront element with a fee that depends on completion. In public offerings, banks commonly take an underwriting spread from the proceeds. In private placements, advisers commonly charge an engagement fee to cover preparation, and a success fee calculated on capital raised, sometimes with warrants or a small equity element. Terms vary with the size and complexity of the raise, so compare proposals on total cost and on exactly what triggers payment. Wrotham Partners, for example, charges an engagement fee set by the size of the raise and a success fee on capital raised, with the engagement fee credited against the success fee. One rule holds across every reputable firm: no legitimate adviser asks for a fee to release or unlock funds that investors have committed.

Regulation is part of the picture. Arranging investments is a regulated activity in many jurisdictions, and the rules differ between London, the European Union, the United States and the Gulf financial centres, where the DFSA regulates the DIFC and the FSRA regulates ADGM. Any business engaging an adviser should ask which entity will carry out regulated activities and under which authorisation. A clear, specific answer is a good sign. Where an activity requires authorisation, a reputable adviser will say who undertakes it, whether that is the adviser itself or an appropriately authorised party working with it.

Questions to put to either. Ask who will lead the mandate day to day and how much of their time it will receive. Ask which investors in the target market the team has closed transactions with recently, and whether those investors write tickets of the size the raise needs. Ask what the firm will expect from management, and in what form. Ask how the fee is triggered, what the tail clause covers and how long exclusivity runs. Ask for references from companies of a similar size. A bank and a boutique will answer differently, and the differences are informative.

Common mistakes. Businesses sometimes choose on brand alone and discover that the senior banker who pitched hands the mandate to a junior team. Others hire a boutique whose relationships sit in the wrong region or with investors who write much larger or much smaller tickets. Some sign long exclusivity periods or broad tail clauses without reading them. Some assume a bank's involvement guarantees an outcome. No adviser, large or small, can guarantee that a raise will close.

Using both. Some transactions combine the two. A bank may lead a larger raise while a specialist agent covers a particular investor region, such as Gulf family offices, under a separate engagement. This can work well if roles, fees and investor lists are agreed in writing at the start, so that two advisers do not approach the same investor and the company does not pay twice for one introduction.

Fit with the investor base. The right adviser is the one whose relationships match the investors who will actually write the cheque. A raise aimed at Gulf family offices needs someone those offices know and trust, while a raise aimed at large international funds may be better served by wider distribution.

Choosing between them. An investment bank is usually the right call for a listing, a public bond, a large acquisition financing or any deal that needs underwriting. A placement agent or boutique adviser usually suits a private equity or debt raise from a defined group of investors, especially where those investors are reached through relationships rather than public markets. What matters most is whether the people pitching for the mandate will run it, and whether their relationships match the capital the business needs.