Business brokers act as intermediaries between buyers and sellers of a business. They may represent either party in the transaction, but do not take possession of goods or property, or deal on their own account. Brokers differ from dealers in that the latter transact on their own account and may have a vested interest in the transaction. Brokers fill the important marketing function of bringing buyers and sellers together and helping them negotiate mutually beneficial agreements. In addition, they facilitate transactions by providing expertise and advice.
Indeed, brokers supply numerous benefits to both buyers and sellers. For example, sellers benefit because they do not have to spend time and money searching for buyers. Qualified brokers have access to people who are in the market to purchase a company, or they know how to find legitimate prospects much more quickly than typical business owners. The broker may also be able to help the seller place an accurate value on his enterprise, devise a strategy to transfer ownership over time, and overcome legal hurdles related to taxes.
The buyer also benefits from the broker's access to business-buying and -selling channels. A buyer who goes to a broker may be able to find a business that suits his abilities, wants, and financial constraints much more quickly than he would working independently. The broker can help him determine what he can afford and, importantly, can help arrange financing from a lender or the company owner to purchase the business. He may even go to bat for the buyer at a bank or other lending institution, or walk the buyer through the details of the financing process. Finally, it is the broker's duty to ensure that the interests of the buyer (and the seller) are protected by any contracts or agreements relating to the sale.
For their services, brokers typically receive in compensation a percentage of the total value of the transaction. The fee may be paid by the buyer, seller, or both parties, depending on the nature of the transaction, but usually the expense falls on the seller. Commissions vary widely, usually depending on the size of the transaction and the amount of service provided by the broker. For a very small business, one with less than $500,000 in annual receipts, the commission may be as high as 10-15 percent. For multimillion-dollar transactions, the commission may be as little as 1 percent. For small business transactions, some brokers also require an up-front retainer of $5,000 or more.
Demand for business-brokering services in the United States accelerated in the 1990s because of the strong U.S. economy and buyers' relatively easy access to capital. In the late 1990s there were around 3,000 business brokers in the United States. The leading professional organization, the International Business Brokers Association, represented approximately 760 of these firms. The largest brokerage system was VR Business Brokers, Newport Beach, California, a large network of franchised brokerages. According to statistics published by VR Business Brokers, the network's average business sale in 1998 took 174 days to complete, and the typical company being sold had $458,000 in annual sales. Some of the most common types of businesses sold via broker included florists, card and gift stores, prepared food and beverage retailers (coffee shops, restaurants, bars), and automotive services.
Although it is a broker's chief function, bringing buyer and seller together is often the easiest part of his/her job. Indeed, actually closing the transaction is usually much more complicated than buying or selling a car, or even a house. The process is usually compounded by a number of factors that are unique to each situation. For instance, the seller of a business often has a sentimental attachment to his company. Therefore, the value he places on it may be greater than its actual worth. Likewise, a buyer may fail to appreciate the amount of work involved in building a business to a certain point. Other major factors that differentiate business brokering from other large transactions is financing, which can become very complicated, and problems related to employees and clients of the business being sold.
Once a business broker brings an interested buyer and seller together, the succeeding brokerage process can be broken down into a five-step process, described by Garai and Pravda in Mergers & Acquisitions, March/April 1994.
SEE ALSO : Mergers and Acquisitions
Garai, Gabor, and Susan Pravda. "The Critical Line Between Dealmakers and Deal Breakers." Mergers and Acquisitions, March/April 1994.
International Business Brokers Association. IBBA Journal, quarterly.
"Merger Matchmakers Are Starry-Eyed over Torrid Pace of Purchases." Dallas Morning News, 6 May 1998.
Murphy, H. Lee. "Deal of a Lifetime." Crain's Chicago Business, 8 June 1998.