Buy Side Deal Finder Network: Fees, Rules and Upkeep
How to run a deal finder network buy side: who to recruit, how finder fees are paid, where SEC and state rules draw lines, and a finder agreement checklist.
By Brett Kaufman. 8 years using relationships to build sales pipelines, from political fundraising to a 7 figure business to running matchmaking for two communities. Over 1,000 introductions facilitated.
A deal finder network, buy side, is a short roster of people outside your firm who introduce you to owners of companies you would buy, paid a fee when a deal closes under a written agreement signed before the intro. It works when finders only introduce, you check securities and state brokerage rules first, and you keep every finder current.
Here is the scene. At dinner an operator you trust says he knows the owner of a fire protection company two states over. The owner is 68 and tired. “What is in it for me?” he asks. You say you will take care of him. Fourteen months later the deal closes and you remember the conversation differently.
I am not a lawyer. This is general information, not legal advice. The rules depend on the deal, the state and what the finder actually does. Talk to your own counsel before you agree to pay anyone.
Who belongs in a deal finder network (buy side)?
People who see owners before brokers do, and who will introduce without trying to run the deal. My read of who to recruit:
| Finder | What they see | A good reason to stay in touch |
|---|---|---|
| Operator or former executive in your sector | Competitors, suppliers, owners near retirement | Their company news, a closing in their space |
| Industry consultant | Owners asking about value or succession | A deal you closed that they would recognize |
| CPA or tax advisor | Owners planning an exit | Year end planning season, a client intro you can make |
| Former owner who sold | Peers who ask how it went | The anniversary of their close |
| Trade association regular | The whole regional market | The association’s annual meeting |
Keep it small. Ten or fifteen people you actually speak to beat a hundred who signed a form once.
How do buy side finders get paid?
Usually a flat fee or a percentage, paid by you at close. The common shapes, covered in more depth in the finder’s fee guide:
- Flat fee at close. Simple, and the least tied to deal size.
- Percentage of price. Often on a tiered scale like the Lehman formula.
- A tail. The deal counts if it closes within, say, 12 or 24 months of the intro.
Illustrative only: a $50,000 flat fee on a $6 million acquisition is under 1 percent of price. For an off market deal you would not have seen otherwise, that is a trade worth weighing. Decide your standard terms once, so every finder hears the same thing.
What are the finder fee rules for a buy side deal?
The short answer: paying someone only to introduce is the safest shape, and the risk rises the more they do and the more their pay depends on the deal. Again, I am not a lawyer. These are the sources I would read before calling one.
Federal broker registration. The SEC’s guide to broker dealer registration lists finders and business brokers who engage in “finding buyers and sellers of businesses (i.e., activities relating to mergers and acquisitions where securities are involved)” among the people who may need to register. It asks whether your compensation depends on “the outcome or size of the transaction.” A percentage fee is exactly that.
The M&A broker exemption. Section 15(b)(13) of the Exchange Act exempts certain M&A brokers selling privately held companies with EBITDA under $25 million or gross revenues under $250 million. Its conditions include no custody of funds, no binding a party to the deal, and a buyer who will control the company and be active in its management. It is a path for intermediaries, not a blanket pass for anyone you pay.
State business brokerage. Florida’s statute defines a broker to include anyone who, for compensation, takes part in the sale or purchase of “business enterprises or business opportunities”, which is real estate licensing territory there. Check the state where the business sits.
Capital, not companies. If your finder also brings equity for the deal, that is a different line. California requires finders who introduce accredited investors to issuers to file with the DFPI and pay a $300 fee under Corporations Code Section 25206.1.
How risky is what my finder does?
Here is a plain decision table. It is a way to know when to call counsel, not a legal opinion.
| What the finder does | Why it matters | What I would do |
|---|---|---|
| Passes you the owner’s name and makes an intro | Closest to a pure finder | Written agreement first |
| Gets a percentage of price | Pay tied to deal size | Ask counsel about registration |
| Pitches the owner, discusses price, negotiates | Looks like brokering | Keep them out of terms, or use a licensed intermediary |
| Holds a deposit or handles funds | A red flag in the SEC guide | Never |
| Brings co investors too | A securities raise | Separate agreement and advice |
| The deal includes real estate | State real estate rules | Ask before you promise a fee |
What goes in a finder agreement?
One page, signed before the introduction. My checklist:
- Who pays. You, the buyer. Ask whether the finder is also being paid by the seller, and get it disclosed in writing if so.
- Who is being introduced. The named company or owner, not “opportunities.”
- What the finder does and does not do. Introduces. Does not negotiate, value the business or handle money.
- The fee and the trigger. Amount, paid at close, from what.
- The tail. How long after the intro a closing still counts.
- The date of the intro. Logged the day it happens.
How do I keep finders sending deals?
Report back on every intro and stay recent. A finder who hears nothing after an intro assumes it went nowhere and stops looking. A finder you text after the first call, after the LOI and after the close keeps looking for you.
Track every intro with its date and outcome on an intro ledger. If you run a fund, your firm system may hold the deal, as the best CRM for private equity page explains, but finders live in your phone. Private equity research backs the channel: how PE firms source proprietary deals shows how much comes from self generated work and executive networks. And if brokers are part of your mix, the business broker relationship playbook covers that side.
Here is how I would run it
I have made over 1,000 introductions and run matchmaking for two communities. The pattern is always the same. Introductions pay off when someone remembers who connected whom, when, and follows up.
FRONT OF MIND keeps that in one place. After the dinner, say a name and a sentence out loud, “knows the fire protection owner, agreement first,” and it is filed under the event. Your 10 minutes for today shows intros to make this week, with dated proof on both sides, and finders who are going cold. Each person has a draft written like a text, 40 words max. Nothing sends without your tap. Ask Liala “who do I know that is an M&A advisor” and get the right people with why.
It runs in your phone’s browser and saves to your home screen; there is no native iPhone app yet. Your contacts are encrypted. No one on our team looks at them. Export and delete anytime. Concierge setup is $500.
If FRONT OF MIND doesn’t surface people in your network worth reaching out to within 72 hours, we’ll refund you. No questions asked.
Start free with your first 25 contacts and 1 intro, then $29 a month, and see which finder comes up first.