Finder’s Fee Agreement (Sale of Shares)

This Finder’s Fee Agreement (Sale of Shares) is for use where a company appoints an intermediary (a “finder”, sometimes called a business broker) to identify and introduce one or more potential buyers for all of the shares in the company. The company makes the appointment on behalf of all shareholders.

If a buyer introduced by the finder proceeds to buy the shares, the finder becomes entitled to a commission (the “finder’s fee”). The fee is payable by the company and is repayable to it by the shareholders pro rata to their shareholdings.

What does Finder’s Fee Agreement (Sale of Shares) do?

It sets out the terms on which the finder is engaged and clarifies the parties’ respective obligations and protections. The terms are broadly even-handed, although some provisions slightly favour the finder (so it can be suitable as a finder’s standard form appointment).

What does Finder’s Fee Agreement (Sale of Shares) cover?

• The finder’s engagement to introduce potential buyers and the basis on which commission becomes payable.
• Alternative ways of calculating or setting the finder’s commission.
• Whether the finder is appointed on an exclusive or non-exclusive basis.
• Optional monthly retainer arrangements (in addition to commission) for additional services, such as supporting negotiations.
• Advertising by the finder, expenses, confidentiality, anti-bribery and data processing provisions.
• Details of the shareholders proposing to sell all of the shares.

When should you use Finder’s Fee Agreement (Sale of Shares)?

• All shareholders are proposing to sell their shares and the company wants to appoint a finder to introduce potential buyers.
• A professional finder wishes to be appointed on its standard terms to identify potential buyers for the shares.
• You want the option to appoint the finder on an exclusive basis, or to retain freedom to appoint other intermediaries as well.
• You want to include an optional retainer fee alongside commission, where the finder will provide additional support services.

What else you may need

If the deal is a sale of a business and assets (rather than a sale of shares), you may need a different form of finder’s agreement designed for that type of transaction.

Finder’s Fee Agreement (Sale of Shares) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.