Welcome back to The 2x2 - the ultimate newsletter for executive consultants!
One of your clients is getting acquired. And almost every resource you'll find about M&A assumes you're a full-time employee with equity on the line.
You're not — and that gap could cost you real money if you don't know what to do.
Read on…
⏰ Today in 5 minutes or less:
Most fractional engagements don't survive an acquisition—not because of performance, but because acquirers already have their own leadership teams. Knowing that early changes how you play it.
The leverage window is short. Once the deal closes, the decisions are made and you're negotiating from zero.
Closed mouth don't get fed — and there's more on the table than most fractionals realize.
🚨 ICMYI: I Joined Edytte Hara on Three Minute Thursday
I sat down with Edytte Hara on Three Minute Thursday to talk about why the traditional consulting model is broken, what it actually takes to be the brand and the delivery team, and a Wu-Tang Clan business lesson that's stuck with me for years.
It's 3 minutes. Worth it.
👉 Watch the full episode here.
What Happens to Fractionals When a Client Company Gets Acquired
One of your long-time clients is in acquisition talks.
Maybe it came up casually in your weekly check-ins. Maybe you pieced it together from the sudden avalanche of diligence requests. Or maybe they sat you down or told you directly (which already signals stronger relationships than most fractionals, if you ask me).
Either way, you now know something that changes the picture – and probably your income.
Almost every resource about M&A you’ll find online assumes you’re on the payroll with an employment agreement and unvested equity on the line.
But that’s not you. And that gap could be costing fractionals like you real money.
The good news? There is often money and opportunity on the table for fractionals—you just have to know where to look and how to ask.
Who Stays, Who Goes – and Why
Let’s start with the truth: most fractionals don’t survive an acquisition deal with their roles intact.
It has nothing to do with your skills. It’s just that acquirers come with their own infrastructures – their own finance orgs or marketing teams.
Two fractionals with the exact same title can have very different outcomes. The difference usually comes down to how embedded they are in the business—and how valuable they appear to the acquiring team.
If you’re going, there’s still money on the table, but only if you move before the deal closes.
Ask for an offboarding fee. A 30- to 90-day paid transition is a reasonable ask – most acquirers will say yes because you going dark creates real operational risk.
Propose a consulting retainer. A lighter engagement at a higher hourly rate extends your income while you backfill the client slot.
Know your notice period and use it. Pull your contract. If it doesn’t address change of control, that is your opening to negotiate.
How to Fight for the Best Deal
The biggest mistake you can make as a fractional in the middle of an acquisition is to wait too long.
By the time the deal closes, the retention decisions are made, the acquirer has formed opinions about who matters, and the urgency that gives you leverage is gone. The best window to negotiate is before the ink dries or before the Letter of Intent (LOI is signed.
And here’s what you need to do:
Get in front of it early, with your client. As soon as you know the acquisition is underway, have a direct conversation with the client about your value. Whether you carry great information about operational work or you want alignment when the dust settles, let your clients know about them. Most clients who value you will appreciate the directness.
Be visible during diligence. Don’t let your client contract be the only face the acquirer sees. If you can show up when it matters, you become a real person to the acquirer instead of a line item in the contractor ledger. Acquirers retain people they met.
Understand your contract well. Time to pull out your service agreement – the one that details your notice period, payment terms, or anything about the assignment of contract under a change of control. Better to know now than find out mid-process that you have zero leverage.
Make it market, not personal. When you ask for a transition fee, retainer, or new engagement with the acquirer, don’t frame it as what you need. Frame it as the standard for someone in your position. That framing puts the acquirer in the position of declining something reasonable, which is much harder than declining a personal ask.
Don’t mistake warmth for commitment. Acquirers are friendly with everyone during diligence because they need your cooperation. They don’t want you going dark because you have crucial information they need. That warmth can feel like your position is secure even when it isn’t. The solution is to get things in writing – because “we’d love to keep working with you” isn’t a valid engagement agreement.
One Thing FTEs Get That You Probably Won’t (and How to Close the Gap)
The biggest difference you and a full-time executive could get out of an acquisition is a retention package.
It’s because you’re not on the payroll or cap table. Nobody is putting retention money on the table for you the way they would for the CEO with unvested equity and an employment agreement.
But the gap isn’t as wide as it looks, because you have something they don’t.
You have optionality – that in itself is a leverage.
A full-time exec can’t walk away during a deal – fiduciary duty, board pressure, and public market implications. You don’t carry those constraints in the same way.
You can, if you choose, let your engagement wind down naturally, take other clients, and simply not be available for transition support.
That’s the real cost for the acquirer. And most of them know it.
The fractional who gets the best outcome isn’t the one who threatens to walk. It’s the one who makes the value of staying obvious and the cost of losing them tangible – and then makes a calm, professional ask.
Know what you know. Know what it would cost them to replace you or operate without your knowledge for the next 90 days. Then ask for something reasonable that reflects reality.
Closed mouths don’t get fed.
The Exit Can Be a Good One
There’s a version of this story where a client acquisition is genuinely good for your fractional practice.
You get paid enough through a clean transition. You get visibility with an acquirer who may become a future client. You get a compelling case study. And you free up capacity for your next engagement.
That version doesn’t happen by accident.
It happens because you paid attention early, showed up during diligence, got your agreements in writing, and made every conversation professional.
The off-ramp is a good one if you build it to be.
Framework Focus: Strategy House
Need a way to put an entire strategy on one page?
That’s the beauty of the Strategy House framework.
It helps clients visualize the full architecture behind a strategy – from vision and strategic objectives down to the initiatives, enabling capabilities, and foundational people efforts required to make it work.
For indie consultants and fractional leaders, it’s a powerful way to create alignment.
Because the real challenge isn’t strategy itself – it's how to get everyone to understand how the pieces fit together.
Let’s picture a fractional CRO working with a PE-backed portfolio company.
The business is struggling through post-acquisition transition, where leadership teams pull in from different directions.
Every initiative somehow became urgent, and everything is misaligned.
By mapping the vision, foundation, and everything in between using the Strategy House framework, the team found where execution was breaking down.
Within weeks, leadership aligned around three must-win priorities, clarified ownership, and stopped burning time.
Need a template? Download it here.
