When to Refer a Client to a Business Broker — An Attorney's Checklist

Why attorneys are usually first

Business owners call their attorney — not their broker, not their CPA — when life happens. Divorce. Partnership dispute. Disability. Death of a co-founder. Estate planning for the next generation. A letter from a competitor expressing "interest." A child who doesn't want to take over. An unsolicited term sheet.

The first conversation is rarely about selling. It's about the triggering event. But a fork in the road appears quickly: litigate/restructure, or monetize. If the answer is "monetize," the right broker introduction in week one saves the client 6 months of flailing and prevents a stack of expensive mistakes.

The triggers that should prompt a broker referral

1. An unsolicited offer has landed

"A competitor / customer / supplier / PE firm is asking if the business is for sale." This is the single most common trigger, and the most dangerous moment to handle alone. One bidder is a negotiation with yourself. Bringing a broker in to run a targeted process — even a quiet one with 3–5 pre-qualified parties — typically moves price 15–30% without adding much time.

The attorney's move: Slow the buyer down. "My client needs 30 days to consider. In the meantime, please do not contact employees, customers, or suppliers." Then make the broker introduction immediately. A single-bidder process is a negotiation with a loaded gun pointed the wrong way.

2. Divorce with a closely-held business in the marital estate

The business has to be valued for equitable distribution. The question becomes whether one spouse buys out the other, or both sell. Either way, the valuation deserves an independent market read — not just a forensic accountant's formula.

Attorney's move: Commission a valuation from a broker who actually sells businesses in the relevant market. A theoretical valuation from a certified appraiser and a real market valuation from a broker often differ by 20%+ — and the market number is the one a buyer will pay. For contested matters, you may still need the credentialed appraiser; use the broker's number as a sanity check and, if a sale is likely, as a marketing anchor.

3. Partnership dispute heading toward buyout or breakup

Classic fact pattern: 50/50 partners, relationship has deteriorated, one wants out and the other wants to continue. Drafting a buy-sell valuation clause is one thing; arriving at a clearing price is another.

Attorney's move: Recommend each partner engage their own advisor for a market valuation, then compare. If the gap is unbridgeable, a third option exists: sell the business to a third party and split proceeds per the operating agreement. Sometimes this produces more money for both than either can pay the other.

4. Disability, death, or health event

A business without its operator is a depreciating asset. The window between "owner can no longer run it" and "sale price collapses" is measured in quarters, not years. If the family doesn't want to run it, speed matters.

Attorney's move: Avoid well-meaning amateur-hour management (the surviving spouse, an adult child from a different industry, a trusted employee with no leadership experience). Either place an experienced interim manager and run a disciplined sale process, or both in parallel.

5. Estate planning where the business is >30% of net worth

When one asset dominates the estate, liquidity planning matters. The owner might be 10 years from sale, but the planning window — for §1202, for grantor trusts, for estate freezes — closes silently if nobody thinks about exit value early.

Attorney's move: A "strategic business appraisal" every 3–5 years is cheap insurance and a useful input for the GRAT/IDGT/SLAT/BDOT decision. Most brokers will do this as a courtesy for trusted referral sources.

6. Generational transition without a willing next generation

Founder is 62, kids are in other careers, there's no management-buyout structure, and nobody has had the hard conversation yet. The choices are sell externally or accept a slow wind-down. External sale is almost always better, but the family dynamics require the founder to commit before anyone can help.

Attorney's move: Facilitate the family conversation, then make the broker introduction. Expect 18–36 months of planning before listing — and expect the founder to drag their feet. That's normal.

When you don't need a broker

• Intra-family transfers where the terms are set by estate/gift planning, not by market price. Attorney + CPA is enough.
• Management buyouts where the buyer is already identified, trusted, and financially capable. Still benefits from an independent valuation, but a full brokerage process is overkill.
• Wind-downs where the business has negative EBITDA and the goodwill doesn't transfer.
• Very large deals ($25M+) where an investment bank is more appropriate than a main-street broker.

What a good broker does that you shouldn't

The good news: a competent broker stays in their lane. You'll get the LOI to review, not re-draft; you'll get the definitive agreement to negotiate, not originate. The broker handles the 200 emails, 40 phone calls, and 12 calendar threads that would otherwise eat your paralegal's month.

The handoff script

When you're ready to make the referral, a script that works:

"The next question — what your business is actually worth in today's market, and whether selling is the right move — isn't a question I can answer well for you. I'm going to introduce you to a broker I trust. They'll do a free, confidential valuation. You're under no obligation to do anything. What they'll give you is a realistic market read, and some clarity on what a sale process would actually look like. After that, we'll decide together how to proceed."

Attorneys who make this referral cleanly end up with more engagement work, not less — sales generate estate planning, new LLC formations, lease assignments, non-compete disputes, earn-out enforcement. The broker refers back too. It's a mutual flywheel.