Legal Question in Business Law in Florida

I am purchasing a business for 1.2M and I have sought out a broker to help me find and investor. I have to come up with 475K. The broker sent me an egagement agreement to sign but I am a little leary. The agreement states the his firm will receive 10% commission, which is probably standard. But the agreement also states that the firm will have a 20% equity position in the company. It states that a new entity will be formed 80/20. It further states that I need to send in a 5K refundable due diligence deposit. They stated that the 475K would be a term loan and the investor will be looking for a ROI. So my question is, does a business acquistion usually work this way, where the brokers firm get 20% equity in the business. I need an attorney to help me through this process.


Asked on 10/10/09, 12:24 pm

5 Answers from Attorneys

Sarah Grosse Sarah Grosse, Esquire

This is not advice you can get for free. Email me if you think I can help. Fees are low and negotiable.

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Answered on 10/10/09, 12:31 pm
Richard Stoffels Stoffels Law Group

If you are investing this kind of energy and financial resources in a new business venture, you should be willing to invest in getting good sound advice, and this advice cannot be given based upon a short parenthetical description. You need to retain an attorney, and spend enough time with the attorney so that he understands your needs, and the risks that you are interested or capable of taking. Only with that knowledge can the attorney help you to structure your purchase so that it achieves your goals, not those of someone else (the seller).

If you are in the Tampa Bay area, I would be happy to discuss this matter with you.

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Answered on 10/10/09, 2:21 pm
David Slater David P. Slater, Esq.

No, and you do need a lawyer.

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Answered on 10/10/09, 5:50 pm
Robert Roemer Robert Roemer

The real answer needs to be determined by who puts how much money in the transaction and takes on liabilities in the transaction,There are financial, tax , marketing, and expertise which need to be evaluated in this transaction in an objective way.I have represented clients in these type of situations so if you need legal assistance feel free to e-mail me or call me.

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Answered on 10/10/09, 10:47 pm
Cristofer Bennardo Padula Bennardo Levine, LLP

This is not normal in any sense. In fact, it raises a significant red flag about this broker, who is clearly working in his own interest, not yours.

The purchase of a business requires professional advice on several levels. Even the form of the purchase should be decided with legal advice. A contract should not be written by the broker. Equally, a fair amount of due diligence time should be given to you where you can examine what you are buying and make informed decisions. The goal is to have a profitable venture at the end of the day, which cannot come without these steps before you buy. With this level of investment, having an attorney is a necessity. In fact, a good broker (even one for the seller) should tell you this himself.

We have been handling these types of matters for over 30 years here in South Florida and are well adept at each step of the process. Please do not hesitate to contact me if you wish to discuss this in a bit more detail.

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Answered on 10/12/09, 11:06 am


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