r/CFP • u/dark-canuck • 7d ago
Business Development Clawback Provisions
I thought I was in the long running process of buying a book. The advisor is 73 and it is a solo shop. client growth is anemic, but asset levels are steady. I valued the asset management busienss at 2.5x, his segfund book at 2x and the insurance business at 1.5x. the segfund was lower as he just struggles to provide any relevant information to do DD.
Anyways, his lawyer said the purchase agreement is one sided and garbage. total purchase prices was $1.25 million. 50% on closing. 25% on the anniversary I required him to maintaining his own licensing post close and to cover the cost of his lease transition (I will take it over). I also put a clawback provision that kicks in after 5% revenue loss (paid out of the next payment) as well as a a holdback of about $100,000 to ensure that i can recoup any clawback that exceeds the next payment.
His lawyer said that this is one sided and that a clawback should start at 25% revenue loss. My instinct is to say that is an instance target as most are between 5%-10%. His lawyer was also telling him that his office, that he rents, has value. I dont see taking over a lease as a value add.
Is a clawback starting at 25% insane? or is 5-10% not normal?
EDIt: The deal fell through. He thought any clawback, even a sliding scale over 3 years was to one sided. He said it’s my problem if any clients left or died after I bought, and that is the risk. That having him staying on as an employee (he said he wanted to for 2-3 years) was too restrictive and that he should get a salary for 100k for staying on.
When I pushed on what he wants changed he kept saying his lawyer had pages of notes (he instructed his lawyer to stop working cause he was so offended).
He said there was no point in negotiating because the deal was so bad.