This checklist is sponsored by
Insurance agents are often solicited to employ the services of a business broker. A business broker can be a very useful intermediary if an agent is considering selling. The question of whether an agent should or should not use a business broker is a matter that has to be decided on an individual basis. In dealing with a business broker, however, there are certain items that an agent should always consider and check out prior to entering into any business arrangement with one of them.
No contract, no deal
The important fact to know about business brokerage in Massachusetts is that you need a written contract. If a business broker does not have a signed agreement, then they have no legal right to compensation. In Massachusetts, an agreement regarding compensation for negotiating all or part of the purchase, sale or exchange of a business is “void and unenforceable” unless in writing and signed by the agency or an authorized person.
That means finder’s fees too
The same requirement of a signed written contract applies if the claim is for a “finder’s fee” for having brought a buyer to the agency. Under Massachusetts Law, unless there is an agreement in writing and it is signed by the agency, nothing will be owed to the broker or finder.
Put it in writing
If you are intending to sell your agency and you believe that a particular business broker can enhance your agency’s market value, make sure that the required contract includes the specific services that the business broker is going to provide. If you have hired the business broker to value your agency, make sure you have discussed the price for this service and that the specific terms are specified in the written contract. If the business broker is going to screen prospective buyers for your agency and qualify them for the financial ability to purchase your agency, then be sure to specify this condition in the contract. If the business broker’s compensation is contingent on an agency sale being completed, make sure that the agreement clearly specifies that there is no payment owed for services provided by the business broker. What is the duration of your agreement with the broker, if you are dissatisfied with the broker’s efforts can you terminate the contract without adverse consequences? Ask the broker for details of other agencies he has represented and ask for references from buyers and sellers he has recently worked with.
Be sure to verify the business broker’s qualifications and then write them into the agreement as a condition of his or her representation of your agency. If you sign a brokerage agreement with someone, you want to make sure that you can get out of the agreement if, in fact, the representations the broker made regarding his or her expertise are not accurate.
Don’t rush in
If a business broker comes to your agency with an “interested buyer” don’t rush in and sign a general brokerage contract for a fixed term. Instead, you should think about signing a contract which limits the brokerage agreement to the particular buyer who the business broker is going to present upon the signing of the brokerage agreement. This is a common tactic used by disreputable brokers to induce agencies to enter a brokerage agreement.
Who’s representing who?
Make sure that you know who the business broker is actually representing. If you are relying solely upon the advice of a broker, make sure you know whose interests he is protecting and whether or not he has a conflict of interest with regard to the potential sale. Rest assured, you do not want to find out after a sale the sale of your agency, that your broker also was paid a commission fee by the buyer.
Specify in any purchase and sale as to what brokers have been retained by the parties and who is responsible to compensate them.
Hire a lawyer
You can avoid a lot of potential grief and potential anxiety by having an attorney with experience in the area review the proposed brokerage agreement and negotiate the terms. Remember, the insurance agency is your asset and every percentage point received by the business broker lessens your net. Make sure that the business broker is adding enough value to offset the commission.
More about our sponsor…
Our sponsor, Mike Ryan, is the founder and principal of Insurance Agency Consulting Services, LLC.
IACS is a company that draws upon Mr. Ryan’s more than thirty years’ experience in serving insurance agencies as a consultant. in insurance agency valuations and in the buying and selling of insurance agencies and books of business.
As opposed to other business brokers, Mr. Ryan is a practicing certified public accountant specializing in insurance agency financial issues. More than 15 Massachusetts agencies have used his up-to-date knowledge of the ever-changing market participants seeking to acquire insurance agency assets and their willingness to pay premium prices for these assets.