Under this Finder’s Fee Agreement (Sale of Shares), a company can appoint
an intermediary, the “finder” who is sometimes called a “business broker”,
to identify and introduce to the company one or more potential buyers of
all of the shares of the company . (The company makes the appointment on
behalf of all of the shareholders.)
As and when the finder introduces any potential buyer/s and it or they then
proceed to buy the shares, the finder becomes entitled to a commission (the
“finder’s fee”) payable by the company (and repayable to it by the
shareholders pro rata to their percentage holding) in return for that
successful introduction.
The terms of this document set out the detailed terms of the engagement and
are fairly even-handed in the way in which they protect and clarify the
position of both the company and the finder. This template is therefore
suitable for use where either:
· all of the shareholders are looking to sell their shares and the company
wishes to appoint a finder of buyers for that purpose; or
· an entity whose business is to find potential buyers of shares wishes to
be appointed as a finder on its own standard terms of business.
However, certain provisions in the template slightly favour the finder so
that it is particularly suited to being used by a finder as its standard
appointment document.
This form of agreement can be used for appointment of a finder on an
exclusive basis, i.e. where the company is willing to appoint only one
finder to act for it. Alternatively, this form can be used on a
non-exclusive basis, i.e. where the company wants to have the freedom to
appoint one or more other intermediaries in addition to the finder. By
selecting one of the alternative sets of wording in the form, you can
easily render the appointment either exclusive or non-exclusive.
This template also contains some optional provisions which can be included
where the company engages the finder not only to find a buyer in return for
the finder’s fee commission, but also where the company wishes to put the
finder on a monthly retainer fee. The retainer is as well as the finder’s
commission and it is payable in return for the finder providing additional
services (e.g. help with negotiation) to smooth the way to a successful
sale of all of the shares.
There are provisions in the template covering alternative means of setting
the amount of commission payable, advertising by the finder, expenses,
confidentiality, anti-bribery, data processing, details of the shareholders
who are looking to sell all of the shares in the company and other useful
clauses.
Optional phrases / clauses are enclosed in square brackets. These should be
read carefully and selected so as to be compatible with one another. Unused
options should be removed from the document.
This Finder’s Fee Agreement (Sale of Shares) is in open format. Either
enter the requisite details in the highlighted fields or adjust the wording
to suit your purposes.
If the subject matter of a sale is not the shares of a company, but instead all of the business and assets of a company or sole trader, an alternative version of this template (the Finder's Fee Agreement (Sale of Business)) is available in the Other Asset Sale Documents subfolder. That template can be used where the business owner is looking to sell all of the business and assets to one or more buyers.
Once you have purchased access to the appropriate document folder click on
the “Download Document” link below. You will be asked what you want to do
with the file. It is recommended that you save the document to a location
of your choice prior to viewing.