How to Find a Business Broker: 7 Questions to Vet Before You Sign (2026)

A handshake between two men in business casual in a sunlit lobby of a small office building, one slightly older, both sm

Christoph Totter · Managing Partner, CT Acquisitions

20+ home services M&A transactions across HVAC, plumbing, pest control, roofing · Updated April 30, 2026

Most articles on “how to find a business broker” tell you to ask for references and check credentials. That’s the floor, not the ceiling. References are pre-screened. Credentials (CBI, M&AMI, IBBA membership) tell you the broker passed an exam and paid a fee — not that they’ll close your specific deal at the highest price.

This article is the version we wish more sellers had read before signing 12-month exclusive engagements. Seven specific questions, the answers that should make you walk away, and an honest map of when a broker is the right answer vs. when a buy-side partner or direct outreach is faster and cheaper.

If a broker can’t answer these 7 questions specifically, they’re not your broker.

Some context on who’s writing this. CT Acquisitions is a buy-side partner, not a sell-side broker. We work directly with 76+ active LMM buyers — search funders, family offices, lower middle-market PE, and strategic consolidators — who pay us when a deal closes. You pay nothing. We have an obvious bias toward buy-side intros over broker engagements. We’re trying to be honest about when each fits.

When a broker is the right answer. Sub-$1M EBITDA businesses with unknown buyer pools. Retail, restaurant, local services, and other categories where the buyer is a local entrepreneur or first-time owner. Owners who genuinely want full process management. Businesses with structural complications (legal exposure, customer concentration, owner dependency) that benefit from full-time advisory. We’ll be specific about each case below.

“The best broker for a $400K EBITDA restaurant is not the best broker for a $4M EBITDA HVAC company. The first runs a listing-driven retail process. The second runs a buyer-network auction. Hiring the wrong tier costs owners 1-2x EBITDA — and a buy-side partner who already knows the buyers is sometimes the better answer than either.”

TL;DR — the 90-second brief

  • Most owners hire the first broker they meet. The owners who get the best exits interview 5-7 brokers and ask the same 7 questions of each. The variance among brokers in transaction skill, buyer access, and fee structure is enormous — often $200K-$1M of net-proceeds difference on the same deal.
  • The 7 questions that matter most: (1) what businesses have you closed at my size in the last 24 months, (2) which buyers will you actually contact, (3) what’s your fee structure including retainers and tail, (4) what’s your exclusivity period, (5) how do you handle confidentiality, (6) what’s your typical timeline to close, (7) who actually does the work on my deal.
  • Brokers fall into three tiers. Main Street brokers (under $500K-$1M EBITDA, typically franchise-based, listing-driven, 10-12% fees, $50-100K retainers). Lower middle market boutiques ($1-10M EBITDA, relationship-driven, 6-10% fees, $25-100K retainers, sometimes Lehman-scale). M&A advisors / investment bankers ($10M+ EBITDA, process-driven, complex fees, large retainers).
  • For sub-$1M EBITDA businesses with unknown buyer pools (retail, restaurant, local services), a Main Street broker is often the right fit. They have local buyer networks, listing platforms, and the patience to run a long retail process. For $1M+ EBITDA businesses with known buyer types (manufacturing, distribution, home services, healthcare), a buy-side partner like CT Acquisitions or a relationship-based LMM advisor may close faster and cheaper.
  • Most owners spend 9-12 months and $300K-$1M with a sell-side broker before realizing the buyers were knowable in advance. The 7 questions below help you figure out whether a broker is right for your deal — or whether you can shortcut the process by talking to a buy-side partner who already knows the 76+ buyers in our network.

Key Takeaways

  • Interview 5-7 brokers before signing. Variance in transaction skill is enormous — often $200K-$1M of net-proceeds difference.
  • Three tiers: Main Street ($500K EBITDA and below), LMM boutiques ($1-10M), M&A advisors / investment bankers ($10M+).
  • The 7 vetting questions: closed deals at your size, buyer list, fee structure, exclusivity, confidentiality, timeline, who does the work.
  • Brokers make sense for sub-$1M EBITDA, retail/restaurant, owners who want full process management, and structurally complex deals.
  • Buy-side partners and direct outreach are faster and cheaper for $1M+ EBITDA in industries with known buyer pools.
  • Lehman-scale, retainers, monthly fees, and tail provisions vary widely. Read the engagement letter line by line.

The three tiers of business brokers (and why the wrong tier costs 1-2x EBITDA)

Not all brokers do the same job. The label “business broker” covers a 10x range of deal sizes, fee structures, and process types. Hiring the wrong tier for your deal is one of the most common — and most expensive — mistakes owners make.

Tier 1: Main Street brokers (sub-$500K-$1M EBITDA). Often franchise-based (Murphy, Sunbelt, Transworld, VR). Listing-driven: your business goes on BizBuySell, BusinessesForSale, and similar platforms. Buyers are typically local entrepreneurs, first-time owners, SBA-financed buyers, and the occasional regional investor. Fees: 10-12% of sale price, usually with $25-100K retainer or upfront listing fee. Process: 9-18 months typical. Best for: retail, restaurants, local services, sub-$1M EBITDA businesses with unknown buyer pools.

Tier 2: Lower middle market boutiques ($1-10M EBITDA). Independent firms or regional boutiques (Cogent, Generational Equity, Sun Mergers, dozens more). Relationship-driven: they have rolodexes of PE firms, family offices, search funders, and strategic acquirers in their target industries. Fees: 6-10% of sale price (sometimes Lehman scale — explained below), $25-100K monthly retainers, success fees. Process: 6-12 months typical. Best for: $1-10M EBITDA businesses where the broker’s network is genuinely deeper than the owner’s network.

Tier 3: M&A advisors and investment bankers ($10M+ EBITDA). Boutique investment banks (Houlihan Lokey, William Blair, Lincoln International at the upper end; smaller boutiques in the $10-50M range). Process-driven auctions, sophisticated diligence support, complex deal structures. Fees: 1-3% of large deals, retainers $50-200K+, success fees. Process: 4-9 months typical. Best for: $10M+ EBITDA, sophisticated structures, multi-buyer competitive auctions.

Buy-side partners (alternative model). Firms like CT Acquisitions work for the buyers, not the seller. We’re paid by the buyer at closing. The seller pays nothing. We have direct relationships with 76+ active LMM buyers — search funders, family offices, lower middle-market PE, strategic consolidators. Best for: $1M+ EBITDA businesses where the buyer pool is knowable in advance and the seller doesn’t need full process management. Trade-off: we don’t run a multi-buyer auction; we introduce specific buyers we already know.

TierDeal size (EBITDA)Fee structureBest forTrade-off
Main Street brokerUnder $500K-$1M10-12% + $25-100K retainerRetail, restaurant, local services, sub-$1M with unknown buyersListing-driven; smaller buyer pool
LMM boutique$1-10M6-10% (or Lehman) + $25-100K retainer$1-10M EBITDA in fragmented industries9-12 month process; high fees
M&A advisor$5-20MLehman scale + $50-150K retainerComplex structures, multi-buyer auctionsLong timeline; sophisticated owners only
Investment banker$10-100M+1-3% + $100-200K retainerSophisticated owners, complex auctions, public marketsHigh retainer; long process
Buy-side partner$1M+ EBITDABuyer pays; seller pays $0Industries with known buyer pools (mfg, HVAC, distribution, home services)No multi-buyer auction; direct intros only

Question 1: What businesses have you closed at my size in the last 24 months?

This is the single most predictive question. A broker who closes 10-20 deals a year at your EBITDA range and in your industry is fundamentally different from a broker who closes 2 deals a year, mostly outside your range. The first knows the current buyer landscape, the typical multiples, the deal-killer issues, and the negotiating norms. The second is learning on your dime.

What good answers sound like. “In the last 24 months I’ve closed 14 deals between $1.5M and $4M EBITDA, 8 of them in HVAC or plumbing, with average multiples of 5.2x. The typical buyer was a PE-backed platform looking for add-ons. Average time from engagement to close was 8 months. I can give you 3-4 references from sellers who closed in the last 12 months.”

What bad answers sound like. “I’ve done deals across many industries.” “The market is strong.” “I have many buyer relationships.” Generic answers mean either the broker hasn’t closed many deals at your size, or they’ve done a lot of small ones outside your range and is using the engagement to learn. Either way, walk away.

How to verify. Ask for 3-4 references from sellers who closed in the last 12 months at similar size. Call them. Ask: did the broker deliver the buyer pool they promised? Did the timeline match the original projection? Were there surprises in the fee structure? Would you hire them again? References from 5+ years ago aren’t useful — the buyer landscape changes too fast.

Fee structureMathFee on $5M% of deal
Standard Lehman5/4/3/2/1 on first $1M / next $1M / etc.$150K3.0%
Modified Lehman (Double)10/8/6/4/2$300K6.0%
Flat 8% commissionCommon Main Street broker rate$400K8.0%
Flat 10% (sub-$2M deals)Some brokers on smaller deals$500K10.0%
Buy-side partnerBuyer pays the partner; seller pays nothing$00.0%
All fees illustrative on a $5M business sale. Three brokers can quote “commission” and produce $350K of fee difference on the same deal — the structure matters more than the headline rate.

Question 2: Which specific buyers will you actually contact for my deal?

Most brokers will give you a fluffy answer about ‘running a process’ and ‘reaching the right buyers.’ That’s not specific enough. You want named buyers, named contacts, and a specific articulated thesis for why each buyer fits your business.

Good answer. “Based on your business profile, the relevant buyer pool is approximately 25-40 firms. I’d prioritize: 12 PE platforms in your industry that have closed add-ons in the last 18 months. 8 family offices in your geography that have made comparable investments. 4 strategic acquirers (specific company names) where you’d represent a tuck-in. 3-5 search funders looking for businesses your size. I’d expect 8-12 of those to take a first call, 3-6 to submit indications of interest, and 1-3 to make formal LOIs.”

Bad answer. “We have hundreds of buyer relationships.” “We’ll list it on our network.” “We’ll cast a wide net.” A wide net is the opposite of what you want — it leaks confidentiality, attracts tire-kickers, and produces lots of noise but few qualified bidders.

What this question reveals. Whether the broker has actually identified your specific buyer pool, or is going to figure it out after you sign. The first is what you’re paying $300K-$1M for. The second is what most brokers actually deliver.

Buy-side partner contrast. When you talk to a buy-side partner like CT Acquisitions, the answer is: “I already work with 4-7 specific buyers who fit your business. Here are their names, their thesis, and their typical deal structures. The intro is a 30-minute call. They pay us if a deal closes. You pay nothing.” That’s a fundamentally different starting point than a broker hypothesizing about a 25-40 firm pool.

Question 3: What is your fee structure including retainers, success fees, and tail?

Broker fee structures are intentionally complicated. There are typically 4 components: monthly or upfront retainer, success fee at closing, tail provision (covers buyers introduced during engagement who close after termination), and reimbursement of expenses. Each component varies widely. Read the engagement letter line by line.

Retainers. Range from $0 (rare) to $25-100K upfront for LMM boutiques to $100-200K+ for investment bankers. Some brokers charge $5-25K monthly. Retainers are typically credited against the success fee at close, but if no deal closes, the retainer is gone. On a 9-month engagement at $10K/month with a $50K upfront, you’ve spent $140K before any buyer signs an LOI.

Success fees. Main Street: 10-12% of sale price. LMM boutiques: 6-10% (sometimes Lehman scale — 5% on first $1M, 4% on second, 3% on third, 2% on fourth, 1% above; modern double-Lehman variants are 10/8/6/4/2). Investment bankers: 1-3% on larger deals, sometimes with minimums. On a $5M sale, fees range from $50K (1% IB rate) to $600K (12% Main Street).

Tail provisions. If you terminate the broker but later close a deal with a buyer the broker introduced, the tail provision says you still owe the success fee. Typical tail length: 12-24 months post-termination. The list of “introduced buyers” should be defined precisely — not “anyone who showed any interest” but “buyers who signed NDAs or received specific marketing materials.” Vague tail provisions are how brokers get paid on deals they didn’t actually drive.

Expenses. Marketing, CIM (confidential information memorandum) preparation, data room software, travel. Some brokers charge these separately on top of retainers and success fees, others bundle them. On a 9-month engagement, expenses can run $25-100K depending on what’s included.

What ‘buy-side partner’ means for fees. CT Acquisitions and similar buy-side firms don’t charge sellers anything — not retainers, not success fees, not expenses. The buyer pays us when a deal closes. The trade-off: we don’t represent you in the negotiation; we connect you to buyers we already know. For sellers comfortable negotiating directly with their attorney’s help, the savings can be $200K-$1M+.

Considering selling your business?

We’re a buy-side partner. Not a sell-side broker. Not a sell-side advisor. We work directly with 76+ buyers — search funders, family offices, lower middle-market PE, and strategic consolidators — and they pay us when a deal closes. You pay nothing. No retainer, no exclusivity, no 12-month contract, no tail fee. A 30-minute call gets you three things: a real read on what your business is worth in today’s market, a sense of which buyer types fit your goals, and the option to meet one of them. If none of it is useful, you’ve lost 30 minutes. If any of it is, you’ve shortcut what most sellers spend 9 months and $300K-$1M to find out. Try our free valuation calculator for a starting-point range first if you prefer.

Book a 30-Min Call

Question 4: What’s your exclusivity period and termination provision?

Exclusivity is the broker’s lock on your engagement. Standard LMM exclusivity is 12 months. Main Street brokers often want 6-12 months. Investment bankers vary. During exclusivity, you can’t hire another broker, can’t talk to buyers directly without the broker’s involvement (in some agreements), and can’t terminate without cause without owing fees.

What’s reasonable. 9-12 months for an LMM engagement. Tail of 12-18 months on introduced buyers. Right to terminate with 30-60 days notice if specific milestones aren’t hit (typically: number of buyer contacts made, number of NDAs signed, number of LOIs received). Right to terminate immediately for material breach.

What’s unreasonable. 18-24 month exclusivity. 36+ month tail. No termination right under any circumstances. Tail provisions that capture “any buyer the broker mentioned” rather than “buyers who signed NDAs.” Termination provisions that owe you a percentage even with cause for termination.

Negotiation tips. Ask for 9 months instead of 12 (test how flexible they are). Ask for milestone-based termination rights (e.g., terminate if no LOI received in 6 months). Ask for tail to apply only to buyers who signed NDAs (not anyone who got a teaser). Ask for written confirmation of which specific buyers were ‘introduced.’ Most LMM brokers will negotiate on these terms; if a broker won’t, that’s a sign of inflexibility you don’t want over 9-12 months of work.

Question 5: How do you handle confidentiality during the marketing process?

Premature disclosure that your business is for sale damages employee morale, customer confidence, and competitive position. It’s also surprisingly easy for brokers to mishandle. Listing platforms, blast emails, conference networking, and casual broker conversations all create leak risk.

Specific things to ask. Will my business be listed on BizBuySell or other platforms? (Main Street: yes. LMM: typically no.) Who specifically will know my business is for sale? Will you require buyers to sign NDAs before any information is shared? Will you anonymize the teaser document? Will you call buyers using a code name for my business until NDAs are signed? Will you run a competitive intelligence check on each interested buyer to make sure they’re not a competitor masquerading?

Good answers. “Anonymized teaser; NDA before company name; full CIM only after qualified-buyer screening; restricted data room access; quarterly competitive screen review.” That’s the playbook of a broker who has handled confidentiality professionally.

Bad answers. “We’ll list it broadly to get maximum exposure.” “We don’t require NDAs at first to make it easy.” “We’ll mention you to a few people.” Vague confidentiality protocols are a leak waiting to happen.

Question 6: What’s your typical timeline from engagement to close?

Honest answers vary by tier. Main Street: 9-18 months. LMM boutique: 6-12 months. Investment banker: 4-9 months. Buy-side partner intro: 60-120 days. The honest answer matters because timeline affects everything — opportunity cost of management attention, market timing risk, and your personal life.

Component timelines (LMM example). Engagement and prep: 4-8 weeks (CIM creation, financial cleanup, data room build, buyer list finalization). Marketing: 6-12 weeks (teaser, buyer outreach, management calls, NDA execution, IOI submission). Bid management: 4-8 weeks (LOI negotiation, bid evaluation, exclusivity grant). Diligence and definitive: 8-12 weeks (QoE, legal diligence, purchase agreement negotiation). Closing: 2-4 weeks. Total: 6-12 months typical.

What can extend the timeline. Industry seasonality (avoid going to market in December or August). Owner-related issues that emerge in diligence (financial reporting gaps, legal disputes, customer concentration). Buyer-side issues (PE platform timing, rate environment, fund cycles). Some delays are unavoidable; the best brokers anticipate and de-risk in advance.

What can compress the timeline. Sell-side QoE done before market. Pre-built data room. Pre-screened buyer list. Limited or invitation-only process (3-5 invited buyers instead of 30-50 broad outreach). Buy-side intro path (skip the marketing phase entirely).

Question 7: Who at your firm actually does the work on my deal?

The pitch you get is usually delivered by the senior partner. The execution may be delegated to a junior associate, an analyst, or an outsourced contractor. There’s nothing wrong with delegation per se — but you need to know who’s doing what.

Specific things to ask. Who will be my day-to-day point of contact? Who will write the CIM? Who will handle buyer calls? Who will negotiate the LOI? Who will manage diligence? How often will I talk to the senior partner who pitched me? Who handles emails and document review?

Good answers. “I’ll be your point of contact and will run all major buyer calls. My VP will manage the CIM and data room. We’ll have weekly check-ins. I’ll personally negotiate the LOI and definitive agreement. We have a paralegal who handles document logistics. You’ll always know who’s doing what.”

Bad answers. “Our team will handle it.” “You’ll work with whoever is appropriate at each stage.” “The associate runs day-to-day; I’m involved at key moments.” (Be skeptical of ‘key moments’ — in practice it often means ‘closing dinner.’)

Why this matters. The buyer-side partners and associates who’ll be evaluating your business are senior. If your sell-side counterpart is a 2-year-out associate, you’re structurally outmatched in negotiations. The economics of the broker’s firm may incentivize delegation, but you’re paying for senior representation; demand it.

When a broker is the right answer (and when it isn’t)

Brokers genuinely deliver value in specific situations. We’re a buy-side partner so we have an obvious bias, but we’re going to be honest about when brokers fit better than we do.

When a broker is the right answer: Sub-$1M EBITDA businesses where the buyer pool is unknown (mostly individual buyers, first-time owners, SBA-financed). Retail, restaurant, salons, gyms, and other local-service businesses where the buyer is typically a local entrepreneur. Owners who genuinely want full process management and don’t want to participate in any buyer interactions directly. Structurally complex deals (legal disputes, customer concentration, owner dependency that requires full-time advisory). Multi-location or multi-business sales that require auction process management.

When a buy-side partner or direct path is the right answer: $1M+ EBITDA in industries with known buyer pools (manufacturing, distribution, HVAC, plumbing, electrical, home services, healthcare services, business services). Businesses where the buyer types are predictable (PE platforms, family offices, search funders, strategic consolidators). Owners comfortable with their attorney and CFO handling negotiation alongside a buy-side intro. Owners who prioritize speed over auction maximization.

When direct outreach is the right answer: Owners who already have specific buyers in mind (a competitor who’s expressed interest, a customer who’s a strategic fit). Owners with M&A experience from prior deals or careers. Smaller deals where broker fees consume too much value. Some asset-only deals or partial-equity deals.

Where most owners go wrong. $1M-$10M EBITDA owners default to hiring a sell-side broker without comparing alternatives. They sign a 12-month exclusivity, pay $50-100K in retainers, and 9 months later receive offers from buyers a buy-side partner could have introduced in 60 days. The brokerage industry’s marketing budget is much larger than the buy-side partner industry’s marketing budget — which is why most owners hear about brokers first. That doesn’t mean brokers fit best.

How to actually interview brokers (the practical playbook)

Interview 5-7 brokers, not 1-2. The variance among brokers in transaction skill and buyer access is enormous. Interviewing 5-7 takes 15-20 hours of your time over 4-6 weeks. The expected value of finding a meaningfully better broker is $200K-$1M of net proceeds on a $5M+ deal. ROI is not close.

Where to find brokers. IBBA (International Business Brokers Association) directory. M&A Source directory. Industry-specific recommendations from trade associations. Referrals from attorneys, CPAs, and other owners who’ve recently sold. LinkedIn searches for ‘business broker’ or ‘M&A advisor’ in your geography and industry. Local commercial banks often maintain referral lists.

Initial screening (15-30 minute calls). Run the 7 questions above, briefly. The answers will eliminate 50-70% of candidates. Look for: specific recent closes at your size, specific buyer-pool articulation, transparent fee discussion, willingness to negotiate exclusivity. Eliminate candidates who give generic answers, push for fast signing, or get defensive about fees.

Deep-dive interviews (1-2 hour meetings) with top 3 candidates. Bring your CFO or attorney. Walk through your business specifically — financials, customer mix, growth profile, structural issues. Ask the broker to articulate their specific thesis for selling your business: who’s the buyer, what’s the multiple range, what’s the structural angle, what are the risks. The depth of their thesis tells you the depth of their preparation.

Reference checks. 3-4 references each. Call them. Ask: did the broker deliver on the timeline they promised? Were the buyer interactions handled professionally? Were there fee surprises? How did the broker behave when the deal hit problems? Would you hire them again? References will be slightly hand-picked — but their answers to specific questions are still informative.

Final decision. Pick the broker with the best combination of specific recent experience, articulated thesis, fair fees, and personal fit. Negotiate the engagement letter (exclusivity, tail, milestones, expense caps). Sign only after you’ve read every line. The engagement letter is the contract you’ll be working under for 9-12 months — it deserves the same care as the eventual purchase agreement.

What to do if a broker isn’t the right fit

If after interviewing 5-7 brokers nothing feels right, don’t default to signing. The wrong broker over 9-12 months is more expensive than no broker. Several alternatives are worth considering before defaulting to a marginal hire.

Buy-side partner intro. Firms like CT Acquisitions work for the buyers. The buyers pay us when a deal closes. The seller pays nothing — no retainer, no exclusivity, no contract until a buyer is at the closing table. We work directly with 76+ active LMM buyers and can typically identify 3-7 that fit your business in a 30-minute call. Best for $1M+ EBITDA businesses in industries with knowable buyer pools.

Direct outreach with attorney support. If you have specific buyers in mind (competitors, customers, strategic partners), you can run a limited process directly with your attorney’s help. The attorney negotiates the LOI and definitive agreement; you handle the buyer relationships personally. Costs: $50-150K in legal fees. Trade-off: no auction dynamic, fewer competitive offers.

Pre-process advisor (transaction-focused CFO). Hire a fractional CFO with M&A experience for 6-12 months before going to market. They prep the financials, build the data room, run sell-side QoE, structure the buyer list. Then engage either a broker or buy-side partner for the marketing phase only. Costs: $50-150K in CFO fees but typically uplift the multiple by 0.5-1x EBITDA.

Wait and re-evaluate. If your business isn’t ready (sub-$1M EBITDA, customer concentration, financial reporting gaps), don’t go to market. The cost of going to market unprepared is enormous (failed processes damage future market access). Spend 12-24 months fixing the gaps; revisit the broker question when you’re actually ready.

Conclusion

Finding a business broker is not about hiring the first one you meet. It’s about interviewing 5-7, asking the same 7 questions of each, comparing specific answers, and signing only after you’ve read the engagement letter line by line. For sub-$1M EBITDA businesses in retail, restaurant, or local-service categories, a Main Street broker is typically the right tier. For $1-10M EBITDA in fragmented industries with broad buyer pools, an LMM boutique can earn its fees. For $10M+ EBITDA with sophisticated structures, an investment banker is appropriate. And for $1M+ EBITDA in industries with known buyer pools, a buy-side partner like CT Acquisitions can shortcut the 9-12 month process and the $300K-$1M in fees. The wrong broker for your deal costs 1-2x EBITDA. The right broker — or the right alternative — pays for itself many times over. And if you want to talk to someone who knows the buyers personally instead of running an auction, we’re a buy-side partner — the buyers pay us, not you, no contract required.

Frequently Asked Questions

How much does a business broker cost?

Main Street brokers (sub-$1M EBITDA): 10-12% of sale price plus $25-100K retainer. LMM boutiques ($1-10M EBITDA): 6-10% of sale price (sometimes Lehman scale: 5/4/3/2/1) plus $25-100K retainer. M&A advisors and investment bankers ($10M+): 1-3% on larger deals plus $50-200K retainer. On a $5M sale, expect total broker fees of $300K-$600K depending on tier. Plus expenses (CIM creation, marketing, data room) of $25-100K.

What’s the difference between a business broker and an M&A advisor?

Mostly deal size and process sophistication. Business brokers typically handle sub-$5M EBITDA businesses, Main Street and lower middle market. M&A advisors typically handle $5M+ EBITDA with more complex structures (recaps, rollover equity, multi-buyer auctions, sophisticated tax structures). Investment bankers handle $10M+ with public-market sophistication. The labels overlap; what matters is the broker’s specific recent experience at your size and in your industry.

Do I need a business broker to sell my business?

No. Many businesses sell directly to known buyers (competitors, customers, employees) without a broker. Buy-side partners and M&A advisors are alternatives. Direct outreach with attorney support works for owners who already know their likely buyer. Brokers genuinely add value when the buyer pool is unknown and broad outreach is needed — typical of sub-$1M EBITDA, retail, restaurant, and local-service businesses.

What is a Lehman scale fee structure?

A tiered success-fee structure originally formalized by Lehman Brothers. Standard Lehman: 5% on first $1M, 4% on next $1M, 3% on next $1M, 2% on next $1M, 1% on everything above — totaling $150K on a $5M deal. Modern variants (double Lehman, modified Lehman) flip the curve to weight more toward the tail: 10% on first $1M, 8% on next, 6%, 4%, 2% — totaling $300K on a $5M deal. Many LMM brokers prefer modified Lehman because it’s more lucrative on smaller deals.

How long should a broker’s exclusivity period be?

9-12 months is standard for LMM engagements. 6-12 months for Main Street. Investment bankers vary. Beyond 12 months, exclusivity becomes punitive — the broker has every incentive to wait out the engagement and keep the retainers. Negotiate milestone-based termination rights (e.g., termination right if no LOI received in 6 months) and reasonable tail provisions (12-18 months on buyers who signed NDAs only, not anyone who got a teaser).

Can I negotiate broker fees?

Yes, especially with LMM boutiques and on larger deals. Investment banker fees on $10M+ deals are often negotiated heavily. Main Street fees are more standardized but you can sometimes negotiate retainer reduction or expense caps. The leverage points: comparing competing offers from other brokers, larger deal size, your specific profile (clean financials, attractive industry, no obvious deal-killers), and willingness to walk away. If a broker won’t negotiate any term, that’s a signal of inflexibility you don’t want over a 9-12 month engagement.

How do I find a business broker in my industry?

IBBA (International Business Brokers Association) directory. M&A Source directory. Industry trade association referrals. Attorneys and CPAs who handle business sales. LinkedIn searches for ‘business broker’ or ‘M&A advisor’ combined with your industry and geography. Recent sellers in your industry (ask for the broker who closed their deal). Commercial bank referral lists. Interview 5-7 candidates and apply the 7 questions above.

What’s a business broker’s commission?

Same as the success fee. Main Street: 10-12% of total sale price. LMM boutiques: 6-10% (or modified Lehman scale 10/8/6/4/2). Investment bankers: 1-3% on $10M+ deals. Commission is paid at closing from the proceeds — so on a $5M sale at 10%, the seller wires $4.5M to themselves and $500K to the broker. Some brokers credit retainers against commission; others don’t. Read the engagement letter.

Should I hire a broker for a small business sale?

If the business is sub-$500K EBITDA and the buyer pool is mostly local entrepreneurs and SBA-financed individual buyers, yes — a Main Street broker has the listing-platform access and patient process you need. If the business is $500K-$1M EBITDA, run the math on broker fees vs. expected uplift. If broker fees are 15-20% of total proceeds, you may be better off with direct outreach plus an attorney. If the business is $1M+ EBITDA in an industry with known buyer pools, a buy-side partner is often a better fit than a broker.

What’s the difference between a business broker and a buy-side partner?

Direction of representation. A sell-side broker represents the seller and is paid by the seller (typically 6-12% of sale price plus retainers). A buy-side partner like CT Acquisitions represents the buyers and is paid by the buyer at closing — the seller pays nothing. The trade-off: a sell-side broker runs a multi-buyer auction; a buy-side partner introduces specific buyers we already know. For $1M+ EBITDA businesses in industries with knowable buyer pools, the buy-side path is faster (60-120 days vs 9-12 months) and cheaper (free to seller).

How do I check if a broker has actually closed deals?

Ask for 3-4 references from sellers who closed in the last 12 months at similar deal size. Call them. Ask: did the broker deliver the buyer pool they promised? Did the timeline match? Were there fee surprises? Would you hire them again? Cross-reference: if the broker claims to have closed 12 deals in 24 months, ask which deals were public (SEC filings, press releases, trade publications). Search PitchBook or PrivateEquityInfo if you have access. Verify before signing.

What’s a broker tail provision and is it negotiable?

A tail provision says if you terminate the broker but later close a deal with a buyer the broker introduced, you still owe the success fee. Typical tail: 12-24 months post-termination. Yes, it’s negotiable. Specific points to negotiate: tail length (push for 12 months, not 24+); definition of ‘introduced buyer’ (push for buyers who signed NDAs, not anyone who got a teaser); written list of introduced buyers maintained throughout engagement; carve-outs for buyers you knew before engagement. Vague tail provisions are how brokers get paid on deals they didn’t actually drive — tighten the language before you sign.

How is CT Acquisitions different from a sell-side broker or M&A advisor?

We’re a buy-side partner, not a sell-side broker. Sell-side brokers represent you and charge you 8-12% of the deal (often $300K-$1M) plus monthly retainers, run a 9-12 month auction process, and require 12-month exclusivity. We work directly with 76+ buyers — search funders, family offices, lower middle-market PE, and strategic consolidators — who pay us when a deal closes. You pay nothing. No retainer, no exclusivity, no contract until a buyer is at the closing table. You can walk after the discovery call with zero hooks. We move faster (60-120 days from intro to close) because we already know who the right buyer is rather than running an auction to find one.

Related Guide: Best Business Broker: How to Identify Top-Tier Advisors — Criteria for evaluating brokers across deal size, industry, and process type.

Related Guide: Business Broker Near Me: Local vs. National Tradeoffs — When local broker relationships beat national reach — and when they don’t.

Related Guide: Should I Use a Broker to Sell My Business? — Decision framework: broker vs. buy-side partner vs. direct outreach.

Related Guide: Sell My Business: What Brokers Actually Cost — Retainers, success fees, Lehman scales, tail provisions, expense reimbursement.

Want a Specific Read on Your Business?

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CT Acquisitions is a trade name of CT Strategic Partners LLC, headquartered in Sheridan, Wyoming.
30 N Gould St, Ste N, Sheridan, WY 82801, USA · (307) 487-7149 · Contact

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