Most capital advisers and placement agents are exactly what they say they are. A few are not, and engaging the wrong one can cost a business fees and months of time, and in the worst cases money paid straight to fraudsters. A board can reduce that risk with a few hours of checks before signing an engagement letter. The steps below are the ones we would apply ourselves, set out in the order a finance director might work through them.
Why the checks matter. Advisers in this market trade on introductions, and investors often rely on them. According to UBS's Global Family Office Report 2026, only 31% of family offices have a formal process for selecting and reviewing external providers. Reputation and familiarity therefore carry a great deal of weight on both sides of a raise. That is efficient when the adviser is genuine, and it is also why impostors borrow the names and staff of real firms. A business that verifies its adviser protects itself and the investors it will be introduced to.
A genuine adviser will welcome these checks; resistance to them is useful information.
Step one: check the company register. A genuine firm has a legal entity that appears on a public register. For a firm in London, that means Companies House, which shows the company number, registered office, filing history and current directors. Compare these with what the firm tells you and with the names on its engagement letter. Look for accounts filed on time and directors whose names match the people you are meeting. A firm that cannot give you its legal entity name, or whose entity was formed recently with no explanation, deserves more questions. So does an engagement letter issued by a different entity from the one on the website.
Step two: check the domain and email addresses. A genuine adviser uses one consistent email domain that matches its website, letter for letter. Be wary of free email services and of domains with small variations, such as an added hyphen, a swapped letter or a different ending. Public lookup tools show when a domain was registered, and a domain created weeks ago for a firm claiming a long history is a warning sign. Check the firm's social presence in the same way: a real firm will usually say which profiles are official, and anything outside those deserves caution. When in doubt, contact the firm through details you have found independently, never through those in the message.
Step three: check the people. Ask who will run the mandate day to day and who will speak to investors. Then confirm that those people appear on the firm's own website and that their professional histories are consistent with what they have told you. Ask each of them what they personally did on the transactions they cite. In a well-run boutique the senior people you meet in the pitch are the ones who lead the work. If the people in the pitch disappear once the letter is signed, you have paid for a team you will not get.
Step four: test the track record. Ask which transactions the firm has advised on, what role it played and whether you can speak to the client. Check public announcements where they exist. Be precise about the difference between a firm's own record and the combined record of its people at earlier employers. Both are legitimate, but they should be described clearly. At Wrotham Partners, for example, our team's record of more than US$2.3 billion raised across 34 transactions includes work at prior firms, and we say so. Speak to more than one reference and ask practical questions: how many investors were approached, how candid the adviser was about weak points, and what happened when the process slowed.
Step five: read the fee terms. Advisers commonly charge a fee during the engagement to cover the work of preparation and outreach, and a success fee payable when a transaction completes, usually linked to the capital raised. Terms vary and are negotiable. Our own structure, for illustration, is an engagement fee set by the size of the raise plus a success fee on capital raised, with the engagement fee credited against the success fee. Whatever the structure, the letter should set out the scope of work, any exclusivity, the term, how either side can end the engagement, and which investors count towards a success fee after it ends. Have your lawyers read it before you sign.
Warning signs in the fees. The red flags are of a different kind from ordinary commercial terms. They include a fee demanded to release, secure or guarantee funds that are said to be already committed, a fee payable to a personal account or to a third party, pressure to pay before an engagement letter is signed, and a promise that capital will definitely be raised. No legitimate adviser can guarantee an outcome. An adviser can describe its approach, its relationships and its view of the market, but the decision to invest rests with the investor.
Follow the money. Investor capital should move directly from the investor to the company, or through an escrow or law firm client account agreed by lawyers on both sides. Refuse any adviser who wants investor money to pass through its own accounts, or who asks the company to deposit funds as proof of seriousness. There is no good reason for an intermediary to hold the money. The same applies to bank details: if payment instructions change during a transaction, confirm them by telephone with a known contact at the receiving party before anything is sent.
Step six: check any statement about regulation. Read what the firm says about its regulatory status, then verify it. If a firm says it is authorised by the FCA, it should appear on the FCA's Financial Services Register under the same name and contact details. The FCA's Warning List is worth checking too, because clone firms copy the details of genuine ones. A firm that is not authorised should say so plainly and explain how regulated activities are handled, typically by working with appropriately authorised parties. Vague phrases such as "fully compliant" or "licensed in the Gulf", offered without detail, call for follow-up questions. If a firm claims a licence in the DIFC or ADGM, the regulators there, the DFSA and the FSRA, maintain their own public registers.
How a genuine process runs. Knowing what normal looks like makes departures easier to see. A raise usually begins with an engagement letter, followed by weeks of preparation: the model, the information memorandum and the data room. Outreach to investors follows, with confidentiality agreements signed before detailed information is shared. Interested investors meet management, ask questions, and then issue indicative terms. Due diligence follows, often with the investor's own lawyers and accountants, and then legal documentation. Money moves at completion, directly to the company or through an agreed escrow. At no point does the company pay an investor, and at no point does the adviser hold the funds.
A worked example. Consider, as a hypothetical, a London business raising EUR 15 million. Within days of a first call, an adviser it has never heard of says it has two family offices ready to commit, asks for an upfront payment to a separate consultancy before an engagement letter is drafted, and suggests that involving the company's lawyers would slow things down. Each point fails the checks above. The sensible course is to pause, ask for the legal entity, the named team and references, and decline to pay anything until the board is satisfied. A genuine adviser will accept that pause without complaint.
Keep a record. Note what you checked, when and with whom, and file it with the board papers. It helps if questions arise later, and it gives the next person in the business a starting point for the next raise.
None of these checks takes long, and a genuine adviser will welcome them. If a firm resists the questions or becomes vague about money, that tells you what you need to know.
This commentary is provided for general information and reflects the views of Wrotham Partners at the time of writing. It does not constitute investment, legal or financial advice.
