What business brokers should look for in transaction counsel

1. Experience with the actual type of closing

A business sale, franchise transfer, or lender-backed acquisition requires more than contract drafting. Counsel should understand escrow deposits, purchase price adjustments, assignments, lien payoffs, tax clearance issues, wire controls, closing statements, and the pace at which brokered deals move.

Ask direct questions: How many similar closings have you handled? What usually delays them? What do you need from the broker at intake?

2. Escrow discipline and clean funds handling

The escrow process should make funds, conditions, signatures, and disbursements visible. A broker should know whether earnest money has been received, what conditions remain open, when funds can be released, and whether wire instructions have been verified.

Look for written instructions, clear receipts, final closing statements, and a repeatable process for outgoing wires.

3. Respect for the broker relationship

Counsel should support the broker's role without bypassing it. Buyers and sellers still need direct instructions, while the broker needs enough information to manage expectations and keep the deal moving.

A clear communication plan is especially useful when the closing date moves, lender conditions change, or a party raises a late legal issue.

4. Practical issue spotting before the deadline

Common deal blockers include missing signer authority, unresolved liens, lease assignment timing, licensing problems, seller-note terms, franchise approval delays, tax clearance, and unclear commission instructions.

Those questions belong at intake. Waiting until the week of closing leaves too little time to correct authority, payoff, approval, or funding problems.

5. Lender, franchise, and landlord coordination

Many brokered transactions involve outside gatekeepers. Lenders need documents and certifications. Franchisors may control transfer approval and franchise agreement release. Landlords may control possession through consent or assignment.

6. Clear commission and referral instructions

Commission instructions should be reviewed against the deal documents and applicable rules before disbursement.

7. A closing record the parties can understand

After closing, the file should show what happened: funds received, funds disbursed, documents signed, conditions satisfied, holdbacks retained or released, and follow-up items assigned.

A complete record reduces later confusion and keeps the broker from becoming the post-closing help desk.