The firm is I work for is trash and I want I scr*w them over. I’ve set up a deal where I’d earn commission (% of EV) if the transaction closes. The EV is $650m and is a carveout of a publicly traded company by PE. Is there a way to do this without broker dealer coverage?
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Based on the most helpful WSO content, if you're looking to structure a deal like this without broker-dealer coverage, you need to tread carefully. In the U.S., facilitating transactions like this without being a licensed broker-dealer can lead to significant legal and regulatory issues. The SEC has strict rules about who can earn commissions on transactions, especially when it involves securities or equity.
If you're not a licensed broker-dealer, you may need to explore alternative structures, such as:
Consulting Fees: Instead of a commission tied to the EV, you could structure your compensation as a flat consulting fee or success fee. This avoids the direct tie to the transaction value, which is often a red flag for regulatory scrutiny.
Equity Participation: If you're directly involved in the deal, you might negotiate for equity or a stake in the carveout entity rather than a commission.
Partner with a Licensed Broker-Dealer: Work with a licensed broker-dealer who can legally facilitate the transaction and share the commission with you under a formal agreement.
However, attempting to bypass broker-dealer requirements entirely could expose you to legal risks, including fines or penalties. It’s advisable to consult with a securities attorney to ensure compliance with all applicable laws and regulations.
Sources: single big deal comp, How to Start an Investment Bank/Brokerage Firm without Being a Licensed Broker?, https://www.wallstreetoasis.com/forum/corporate/the-forgotten-cousin-of-finance-commercial-insurance?customgpt=1, Career Bankers: Coverage vs M&A, https://www.wallstreetoasis.com/forum/private-equity/deals-death-and-deception-a-bankers-tale?customgpt=1
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