Making M&A a Force for Good with Hannah Sandmeyer

In her first 90 days running a corporate development team for a venture-backed acquirer, Hannah Sandmeyer closed sixty million dollars in EBITDA. The company had raised a billion dollars in a single Series D round, and its entire model was growth by acquisition. It built nothing of its own. It simply bought companies, fast, paying five and six times on deals, most of them founders selling products on Amazon who were looking for an arbitrage moment and were not especially tied to what they had built. Then the wheels came off. The IPO that was supposed to recapitalize everything never happened, a consultant in a black turtleneck called it nothing more than irrational exuberance, and everyone who touched acquisitions lost their job.

That experience taught Hannah how powerful M&A can be. What she does now grew out of a different question, which is what that same power looks like when it is pointed at something other than speed and price. Hannah is the founder and CEO of Up and Over Advisors, the first certified B Corporation in the world dedicated exclusively to values-aligned M&A sourcing, and the founder of Steward Market, a live marketplace for ethical business transitions. She also co-hosts the Ethical Exits podcast. I invited her on because she treats what founders care about, their people, their culture, their legacy, as real deal variables rather than soft factors to manage around the term sheet. Whether you are thinking about buying, selling, or simply what you want to be true about your company after you are no longer the one making decisions, this conversation offers a genuinely different lens.

From ACLU Dreams To The Deal Table

Hannah did not know what M&A stood for until her late thirties or early forties. Growing up in Boise, Idaho, born in Montana, she jokes that she is the original Hannah Montana. What she actually wanted to be was a civil rights lawyer for the ACLU. She was a gay kid in a household split between two worlds, a highly educated and progressive mother and a deeply religious father who worked as a laborer. After her parents divorced, her mother remarried a Columbia-educated attorney who had moved to Idaho on purpose to do migrant farm worker work for Idaho Legal Aid.

That upbringing gave her strong early ideas about dignity, class, and what it means to live a good life, not just a financially viable one. As a kid she protested the death penalty. She studied political science in university. None of it looks like a straight line to dealmaking until you hear how she frames the work now. She sees M&A as social and economic justice work, because an ownership transition is not only a transfer of wealth, it is a redistribution of power, and there is enormous leverage in what a business chooses to preserve, protect, and extend when it changes hands.

The First Raise Was A Chess Team

When I ask guests about their first deal of any type, I get a lot of lemonade stands. Hannah gave me a capital raise. In fifth grade she won a state chess tournament and earned an invitation to the national elementary championship in Knoxville, Tennessee. To get there, she and her grandmother clipped physical coupons out of the newspaper, wrote the chess team's name on them, and pasted them onto products in the supermarket. When shoppers checked out, they could either take the coupon's value or donate that fifty cents to the club. She calls it her first crowdsourced, distributed, micro, unaccredited investor raise, and honestly, that is not a bad description.

Inside A Growth-By-Acquisition Machine

Hannah spent about 18 years in go-to-market and revenue roles, learning how to build teams, run outbound, and close. In 2021 a company based out of Boston and New York asked her to come run their corporate development team and help them buy businesses. She had never heard the term corporate development. Once she learned it, she realized it was just a different kind of sale. Instead of asking someone to buy your widget, you are asking to buy their entire business for life-changing cash, and every skill she had built over 18 years applied.

She built a global team of five, most of them in their twenties, many in their first job. Capital was cheap, the company had money to spend, and they moved quickly. That speed is exactly what made the collapse instructive. When the recapitalization never came, the market corrected the story in a hurry. As I pointed out to Hannah, plenty of fast-growth companies plan to IPO their way out of aggressive spending, and only a fraction actually get there. The lesson she carried out was not that acquisition is dangerous. It was that once you see the power of inorganic growth, you cannot unsee it as a lever. The real question is what you point the lever at.

Fractional Corp Dev And The Founders Who Recoiled

When Hannah started her own firm in her early forties, she expected to do fractional sales work for B Corps. Instead, the people who kept calling were men who remembered what she had done for that acquirer and wanted the same thing for themselves. Help me find companies to buy. She had accidentally invented fractional corporate development.

So she tried to bring that idea to mission-driven founders, and she hit a wall. The first time she suggested to B Corps that they could be acquirers, they looked at her like she was an alien. There was almost a physical recoil. The response she heard again and again was a version of the same thing, which was that they could not possibly buy a company, they had to sell. That reaction fascinated me, because it exposes a belief a lot of purpose-driven founders carry without examining it, the belief that buying is something rich people with bags of money do to harvest companies, and that it could never be a tool for the things they actually care about. That gap is what led Hannah and her partner at the time to start Ethical Exits, simply to ask who was already doing mission-driven M&A and what it looked like.

Everyone Belongs On The Buy Side

One of Hannah's lines from the promo we recorded stuck with me. We do not have to leave all the fun to private equity. Everyone belongs on the buy side. To move a room full of skeptical B Corps toward that idea, she stopped arguing and started telling a specific story.

There is a company called Three Legged Stool, or 3LS, whose employees are social workers providing critical services to children. Nobody goes into social work to get rich, but the work is valuable. The company converted to an employee stock ownership plan, then began acquiring other social work companies. They were successful enough that they started cutting checks north of a million dollars to retiring social workers, which the president describes as the proudest days. Then they went further and bought the vendors they were already paying, their marketing firm and their M&A advisory firm. Their president now evaluates every acquisition the same way, treating it as a yes until it is a no.

Hannah uses that story to ask B Corps a simple question. How long would it take you to add an extra million in EBITDA doing exactly what you do today? For most companies the answer is years, if not decades. What if you could add it in the next six to nine months, and then spend it on your mission, better pay, better benefits, more impact. This connects directly to conversations I have had on the show before, including Kelly Finnell's episode on how employee ownership actually works and Sunny Vanderbeck's episode on building and selling a company without treating profit and purpose as enemies. The through line is that these structures are proven. What has been missing is the belief that mission-driven owners are allowed to use them.

Values As A Real Deal Variable

This is where Hannah and I connected most as dealmakers. When you build genuine trust between a buyer and a seller, and both sides believe they are working toward the same goals, the deal structure itself changes. Sellers become more open to seller financing. They stop insisting on all cash up front or the single highest multiple. As I told Hannah, this is fundamental market principle applied in a place people rarely apply it. Everyone understands that more cash means less equity and more equity means less cash. Far fewer people recognize that alignment and shared values are also value you bring to the table, and that value you contribute in one column lets you give a little less in another.

There is an efficiency argument here too. Economies of scale, shared best practices, technology, and marketing have historically been associated with roll-ups done purely for multiple arbitrage, so people assume those tools are incompatible with something like social work. They are not. Apply them with trust and purpose and you can serve far more people, not fewer. The systems work. The missing ingredient has been trust in the people running them.

What Steward Market Actually Does

Hannah's newest project, Steward Market, launched on May 1. She describes it as the first transparent, three-sided marketplace for ethical exits. Most M&A marketplaces today are one-sided, she argues, and sellers show up as inventory, which she considers a failure of basic human dignity before you even get to how those platforms are monetized.

Steward Market is built differently, as a market map rather than another listing site. It has a full partner directory, a buyer directory, and seller listings, and everyone shows up the same way. The design uses values as infrastructure. A seller can search for a B Corp certified buyer, filter by the buyer's mission, or find buyers with a long-term or permanent hold period, in addition to the usual filters around valuation and fit. A seller can list for a one-time fee of twenty-five dollars with zero commissions. Buyers pay a subscription for a full profile. Sellers can even start by browsing partners using two simple filters, where they are in the process and which stewardship outcome they care most about, whether that is mission continuity or legacy preservation. As Hannah puts it, this is M&A meant for the rest of us, M&A meant for humans, because none of us actually holds a degree in M&A. And your best steward, she notes, might turn out to be your own employees.

Grady White Has A Soul

Hannah points to two examples that reframe what an ethical exit can be. The first is Patagonia, where Yvon Chouinard put the company's purpose into a trust rather than pursuing extreme personal riches, a genuinely radical model of ownership transition that looks obvious only in hindsight. The second is one she saw in the New York Times, Eddie Smith of Grady White, the fishing boat company out of North Carolina. Smith received offers north of four hundred million dollars. He had no family successor after his son passed away, and he had watched friends with similar-sized companies sell and end up unhappy, not because of what they gained financially but because of what happened to their companies. In Smith's words, Grady White has a soul.

What I love about that pairing is that Chouinard and Smith are almost certainly on opposite ends of the political spectrum. Smith has donated to the Republican Party his whole life. From a human perspective, the overlap is total. Most founders, whatever their politics or religion, do have a vision for their business that goes beyond profit, even if it is simply to create jobs or take care of the people around them. In my own decades working with founders, that instinct to want something to live on that is bigger than yourself shows up again and again. It is one of the more fundamental human traits I know of, and it is exactly what the standard deal process tends to ignore.

A Different Definition Of Freedom

I always close with my signature question about freedom, and Hannah pushed back on the word itself, which I respect. She said freedom makes her bristle, because it is so often used to mean an unrestrained life with enough money and power to do whatever you want and answer to no one. To her, real freedom is reciprocal. It means having the agency to live honestly and make meaningful choices while recognizing that everyone else is entitled to the same dignity and agency. Her freedom depends on other people restraining how they use their power, and she owes them the same restraint.

She tied it straight back to business. Wealth and ownership hand people enormous freedom to make consequential decisions, and that does not release them from obligation, it increases it. I told her I frame my own view of freedom the way I do on purpose, because I am not willing to cede that word to the narratives that try to own it. We agreed to take it back.

For founders weighing a sale, buyers wondering whether they belong on the buy side, and advisors who want the deals they work on to mean more, this conversation is a reminder that impact and dealmaking were never actually opposed.

Tune in to hear Hannah Sandmeyer explain how she went from running an acquisition machine to building the marketplace for ethical exits, and why she believes everyone belongs on the buy side.

FOR MORE ON THIS EPISODE: Listen to the Full DealQuest Podcast Episode Here

FOR MORE ON HANNAH SANDMEYER Website: https://stewardmarket.com LinkedIn: https://www.linkedin.com/in/hannahsandmeyer Podcast: Ethical Exits, https://ethicalexits.com Company: Up & Over Advisors

FOR MORE ON COREY KUPFER https://www.linkedin.com/in/coreykupfer/ https://www.coreykupfer.com/

Corey Kupfer is an expert strategist, negotiator, and dealmaker. He has more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author, and professional speaker. He is deeply passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.

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