Yes — and you should. When more advisory firms compete for the same pool of LEAP-ready SMEs, pricing power shifts toward the company doing the listing. But the negotiation isn’t just about lowering the headline fee. It’s about restructuring how and when your advisor gets paid, so their incentives match your outcome instead of just their mandate count.
We’re saying this now because the shift is visible. ZICO, a firm historically known for legal and corporate advisory work, is reportedly moving into the LEAP market as a listing sponsor (The Edge Malaysia). That follows a broader pattern of accountancy, legal, and boutique corporate finance firms all building out LEAP practices at once. More sponsors chasing a limited number of listing-ready mandates changes the commercial dynamics of every engagement that gets signed this year.
Why the LEAP advisory market got crowded so fast
LEAP has attracted a steady stream of SME issuers over the past few years, and the fee pool that comes with sponsoring those listings — retainers, due diligence work, ongoing compliance mandates — has become attractive enough that firms outside the traditional capital markets space want a share of it. Legal firms, audit houses, and management consultancies are all positioning themselves as one-stop listing advisors.
That’s good news if you’re the one being pitched to. It’s less good news if you assume every new entrant has genuinely built out the technical bench — due diligence, prospectus drafting, sponsor compliance obligations — that a listing actually requires. We covered how to screen for that depth in our earlier piece on picking the right LEAP advisor. This article assumes you’ve already shortlisted two or three credible firms and asks a narrower question: once you’re at the table, what should you actually negotiate?
What a LEAP listing engagement typically costs
Before negotiating anything, know what you’re negotiating. A LEAP sponsor engagement usually has three to four cost components, and founders often only interrogate one of them.
Advisory retainer — a fixed monthly or milestone-based fee covering the sponsor’s work through due diligence, document preparation, and Bursa liaison.
Success fee — typically a percentage of funds raised at listing, paid on completion. This is where most of the negotiating room lives.
Sponsorship/compliance fee — an ongoing annual fee for the two-year post-listing sponsorship period LEAP requires, separate from the listing exercise itself.
Third-party costs — reporting accountants, legal counsel if separate from the sponsor, and company secretarial work. These are often quoted separately and are easy to lose track of when comparing proposals.
If you want the fuller mechanics of what a listing exercise involves before you get to fee negotiation, we’ve broken that down separately.
The three levers you can actually move
Founders often try to negotiate the headline percentage and stop there. In a competitive market, three other levers matter more.
1. Fee structure, not just fee size. A sponsor who insists on a high retainer regardless of outcome has less skin in the game than one willing to weight more of their fee toward success on completion. In a market with more sponsors bidding for fewer mandates, you can reasonably ask a firm to shift the balance toward the back end.
2. Scope boundaries. Many proposals bundle sponsor duties with legal drafting, due diligence coordination, and even investor introductions under one fee — but not always with clear deliverables attached to each. Ask for an itemised scope. If a firm can’t unbundle its own fee, that’s informative on its own.
3. Timeline commitments. A crowded advisory market means firms are taking on more mandates simultaneously. Ask directly how many active listings the team is running and what your realistic slot in their calendar looks like. A lower fee attached to a slower, deprioritised timeline isn’t actually a discount.
Comparing fee structures
| Fee model | How it works | Best for | Watch out for |
|---|---|---|---|
| Fixed retainer + flat success fee | Predictable monthly cost, set % on funds raised | Companies wanting cost certainty early | Less incentive for the advisor to push valuation or raise size |
| Milestone-based retainer | Fees released at defined stages (due diligence complete, prospectus filed, Bursa approval) | Companies wanting to control cash outflow and verify progress | Requires clear, contractually defined milestones — vague ones favour the advisor |
| Weighted success fee | Lower upfront cost, higher % on completion | Founders confident in listing readiness, wanting aligned incentives | Advisor may push to list faster than your business is ready for |
| Hybrid with capped total fee | Combination of the above with an agreed ceiling | Larger raises where percentage fees could otherwise scale disproportionately | Requires careful drafting on what counts toward the cap |
None of these is universally “correct.” The right structure depends on how confident you are in your own listing readiness and how much cash flexibility you have during the process.
Where fee competition can quietly hurt you
A crowded market cuts both ways. Some firms competing hardest on price are compensating by tightening their own margins on due diligence hours — which is exactly the part of a listing you don’t want compressed. Weak due diligence doesn’t just risk a rejected application; it creates disclosure gaps that surface after listing, when they’re far more expensive to fix.
The way to test this isn’t to ask “can you go lower.” Ask instead: “show me the due diligence workplan and who on your team executes it.” A sponsor confident in its process will show you a structured plan with named personnel. One that’s competing purely on price will often struggle to get specific.
If the listing is also your succession plan
Some owners approaching LEAP aren’t primarily raising growth capital — they’re using the listing as a structured way to transition ownership, bring in professional governance, and create a market for shares that family members or successors can eventually sell into. If that’s your situation, fee negotiation matters even more, because success fees calculated as a percentage of funds raised can create pressure to raise more than the business actually needs, diluting the very ownership structure you’re trying to preserve for succession. We’ve written more broadly about weighing a listing against other exit routes in Sell, Succeed, or List: Choosing the Right Exit Route for Your Malaysian SME — worth reading before you finalise mandate terms, not after.
Running a competitive process without burning bridges
Getting two or three proposals is standard practice and no credible advisor will be offended by it. What does damage the relationship is using one firm’s numbers purely as a bargaining chip without engaging seriously with their scope. Be transparent: tell each firm you’re comparing structures, ask for their best terms on scope and fee model together, and give a realistic decision timeline. Advisors who are confident in their value proposition will hold firm on scope while flexing on structure — and that’s usually the firm worth choosing over the one who simply drops their number.
Frequently asked questions
Is it normal to negotiate fees with a LEAP sponsor?
Yes. Sponsor fees are commercial terms, not regulatory ones, and there is no standard rate set by Bursa. What’s negotiable varies by firm, but retainer size, fee weighting, and scope inclusions are all fair territory for discussion.
Should I choose the cheapest LEAP advisor if several are competing for my mandate?
Not automatically. Compare the due diligence workplan and named team alongside the fee. A lower fee attached to thinner due diligence can cost far more later if disclosure issues surface post-listing.
How many advisors should I get proposals from?
Two to three credible, vetted firms is usually enough to establish a realistic market rate without dragging the process out. More than that tends to slow decision-making without meaningfully improving terms.
Does fee structure affect how much I can raise?
Indirectly. Success-fee-heavy structures can create pressure from the advisor to maximise raise size, which isn’t always aligned with your capital needs or the dilution you’re comfortable with — worth discussing explicitly before signing.
If you’re weighing a LEAP listing, a private raise, or a trade sale as your next move, it helps to pressure-test the numbers with someone who isn’t pitching you a mandate. Book a free strategy call with OMO to work through the fundraising and exit options that actually fit your business.