Mavros
Mavros · Insights
Perspective | Investment Banking

The Case for an Integrated Merchant Bank

MavrosJune 10, 20268 min read

The way most successful people get financial advice is oddly fractured. A founder ends up with one bank for the sale, another for the raise, a wealth manager for the personal accounts, a lawyer for the estate, and an accountant to reconcile all of it. Each one is good at their own piece. The problem is that nobody is looking at the whole thing, and the decisions that matter most, the ones that follow a company and a family for decades, tend to sit in the space between advisors where no single person is really responsible.

We set Mavros up to work the other way. One relationship that covers most of what a founder or a family actually needs, with the advice and the capital coming from the same team. That used to be a fairly ordinary way to do business. It was called merchant banking, and we still think it makes sense.

A Short History Worth Remembering

There is a good book from 1966 by Joseph Wechsberg, The Merchant Bankers, about the old private houses that handled a lot of the world's finance from a few rooms in London. Rothschild, Baring, Hambro, Warburg, Lehman. They were small and private, and they did two things at the same time. They advised a client on a deal, and when they believed in it they put their own money in alongside. The advice and the capital were not run as separate businesses.

What held it all together was trust, and a reputation nobody wanted to spend carelessly. A partner would commit to something over a phone call because he had known the person on the other end for years, and the firm's good name was worth far more to him than any one fee. When these houses got it wrong, the partners felt it in their own pockets, which is part of why their word carried the weight it did.

Advice And Capital, Together

A few of their habits still seem right to us. They usually took minority positions and left the running of a company to the people already running it. They tended to back a business early and stay involved, and often the advice they gave ended up mattering more than the check they wrote. They were also careful about the edges of what they understood. There is a story about Philip Lehman passing on a deal simply because he could not follow it from his own notes. The man pitching him turned out, years later, to be running one of the largest frauds of the era.

None of that is complicated. It is mostly patience and a willingness to say no, which are harder to hold onto than they sound.

Why It Mostly Went Away

The model faded for reasons that had little to do with whether it worked. The firms got much bigger, most of them went public, and once a bank answered to outside shareholders the person making a call no longer carried the loss the way a partner once had. The incentives changed, and behavior followed. Barings, which had been around since the eighteenth century, was undone in 1995 by one trader hiding his losses. Lehman spent generations as a cautious private partnership and then, long after it had become something very different, failed in 2008. The underlying idea was sound. It just got hard to hold onto at that size.

What Fragmentation Actually Costs

You can see a smaller version of the same problem in almost any founder's set of advisors today, and the cost rarely shows up on a bill. Context gets lost at every handoff. Each new advisor has to learn the business from the start. And the incentives quietly pull in different directions. The banker is paid to do a deal, the wealth manager is paid to gather assets, and nobody in the group is really paid to tell you to slow down. What you get is advice shaped by each person's mandate rather than by what is actually best for you.

For a founder whose company and personal wealth are tangled together, that adds up fast. Selling the business is also a decision about the estate. Raising capital is also a decision about how concentrated your net worth is. When those choices get made at separate desks, each one can look reasonable on its own and still leave you worse off overall.

How It Works When It Is Joined Up

Think about a founder getting ready to sell. If the sale and the estate planning happen on separate tracks, they tend to work against each other. The deal closes, the money lands, and only then does a tax advisor explain that value which could have moved into a trust at a discount a few months earlier is now locked in at the full price and sitting in the taxable estate. Handle both from one plan and the order changes. The estate work happens before the letter of intent, while a valuation discount still applies, and the capital structure gets set with the family's concentration in mind. The banker, the trustee, and the tax advisor are working from the same facts, so the pieces support each other instead of quietly cancelling each other out.

There is nothing clever about it. It is mostly a better order of operations, and for a founder a surprising amount of the final result comes down to getting that order right.

Fewer Things, Done Honestly

This only works if the incentives are honest to begin with. The old houses had a simple discipline: protect the firm's name, even when it costs you. We would rather do fewer things and stay on the client's side than chase the number of transactions. In practice that means being willing to tell a client not to do a deal, or to wait, or to hear the thing a more conflicted advisor would keep to themselves. I have told a founder to pass on an offer that would have paid us well, because the timing was wrong for his family.

The model never really disappeared. It moved to the places where capital can still be patient and a decision can still rest on someone's word: family offices, longer-horizon investment vehicles, and the operators who buy good companies and keep them. Warren Buffett has been doing a version of it for a long time. For the founders and families we work with, the difficulty was never getting access to products. It has always been finding one partner who sees the whole picture and is genuinely on the hook for how it turns out. That is what we are trying to be.

Mavros Insights

Get our research and perspectives as we publish them.

Occasional research and perspectives from Mavros. Unsubscribe anytime. See our Privacy Policy.