AboutDavid K. Staub Expertise I am a business and tax attorney and have spent more than 30 years assisting people in buying, selling, merging and spinning off businesses. I can answer questions on the mergers and acquisitions process and the related legal issues, in general. Topics can include structuring the transaction, negotiating the deal, conducting due diligence, and more. I can also guide people to find sources for answers to specific legal questions which cannot be answered in a forum of this nature.
Experience
Experience in the area I have been an Illinois business attorney for almost 30 years. I have an extensive practice in the mergers and acquisitions area and have been involved in the tax and legal issues on hundreds of business transactions.
Organizations Illinois State Bar Association;
Chicago Bar Association (former Chairman of the Corporation & Business Law Committee and former Chairman of the Mergers and Acquisitions Subcommittee; former Executive Committee member, Federal Tax Committee and Chairman of subcommittee on general tax issues); Glenkirk Foundation (Trustee; Vice-Chairman/Strategic Planning); Association for Corporate Growth, Chicago Chapter; Midwest Entrepreneur Forum; Midwest Association of Alpha Delta Phi - President
Publications Commerce Magazine; YLS Journal; ISBA Section of Taxation Newsletter
Education/Credentials Harvard Law School, J.D., 1977; University of Illinois, B.S. in Accounting, with highest honors, 1974
Disclaimer Responses are intended to be informational only. No response is intended to constitute legal advice or create an attorney-client relationship. Online advice is not a substitute for consultation with an attorney.
Question I have a past background in apartment brokerage in real estate in Texas doing deals in the $4 MM to $20MM range. Fee arangements were part of the contract. I am interested in learning how to put together a merger or acquisition or putting together a co that needs capital with a capital funding co. My question is how do I protect myself with compensation agreements, etc, before the two parties are introduced. Is there a standard form of fee arrangement? Thank you.
Answer Yes, there is a relatively standard form of agreement that deals with compensation of for a person providing the services you are describing in a merger or acquisition. The person is generally called an "intermediary" which is a broad term that covers a variety of activities.
There are a number of compensation issues that must be covered, including the receipt of non-cash compensation by your client (such as stock in another company), deferred payouts, earnouts, payments that are called noncompetition or consulting payments, etc...
In addition to compensation, there are a number of other areas covered in a typical intermediary agreement, such as indemnification by the client.
When it comes time to collect from your client, you really need to make sure that your agreement is not full of holes. I strongly recommend that you work with an experienced attorney to develop an engagement agreement that protects you.
