Protect Your Clients — and Your Practice — From Unlicensed M&A Risk
Metro Equity Capital serves as the FINRA-licensed execution layer for CPAs and attorneys navigating middle-market M&A. You maintain the client relationship. We deliver the licensed, institutional-grade advisory they need.
Metro Equity Capital provides co-advisory and strategic alliance partnerships for CPAs and attorneys. As a FINRA-licensed broker-dealer, we help protect referring professionals and their clients from the regulatory risks of unlicensed M&A intermediation.
Protect Your Client: The Risks of Unlicensed M&A Advice
Providing M&A advisory without proper FINRA registration exposes both your firm and your clients to significant regulatory risk. The sale of a business involving securities transactions requires a licensed broker-dealer. Unlicensed intermediaries face potential enforcement actions, client rescission rights, and professional liability claims that can extend to referring professionals.
Regulatory Exposure
FINRA and state regulators can pursue enforcement actions against unlicensed M&A intermediaries and their referral sources.
Client Rescission Risk
Transactions facilitated by unlicensed advisors may be voidable, creating post-close liability for all parties involved.
Professional Liability
Referring professionals may face malpractice claims if clients suffer losses from unlicensed advisory arrangements.
FINRA Rule 3220 Compliance
Metro Equity Capital does not pay referral fees to unlicensed third parties, in compliance with FINRA Rule 3220. Our co-advisory model means each party is compensated for their own defined professional services — designed to reduce regulatory exposure for referring attorneys and CPAs.
What Happens After You Submit a Referral
Within 24 hours
A Metro Equity Capital banker contacts you directly to discuss the referral.
Within 48 hours
Preliminary valuation range and deal qualification delivered to you for client discussion.
Ongoing
You remain the client relationship owner. We provide licensed execution and keep you informed at every stage.
Strategic Alliances: Enhancing Your Firm's Value
Partner with Metro Equity Capital to deliver institutional-grade M&A execution while maintaining your client relationship and professional standing.
Valuation Calculator
Provide instant, industry-specific deal value estimates to clients considering a sale. Indicative ranges for illustrative purposes, backed by market data.
Any valuation range provided is a preliminary estimate for discussion purposes only — not a formal valuation, appraisal, or offer.
Co-Advisory & Strategic Alliance
We serve as the FINRA-licensed execution layer. You maintain the client relationship. Each party provides defined professional services with clear scope and accountability.
Client Retention
Strengthen your advisory relationship by connecting clients with licensed M&A execution they cannot access independently.
Regulatory Integrity: As a FINRA-licensed firm, Metro Equity Capital prioritizes regulatory integrity and does not engage in non-compliant fee-splitting. Our alliances are built on professional collaboration and shared client success. All referral arrangements comply with FINRA Rule 3220 and applicable state regulations.
Active Buyside Mandates — A Reason for Your Clients to Engage
Current acquisition interest across middle-market sectors
Metro Equity Capital currently holds active buyside mandates from qualified, capitalized acquirers seeking middle-market targets across healthcare, technology, consumer, and industrials. For referring CPAs and attorneys, this creates a direct benefit you can extend to your clients: access to a vetted pool of strategic and financial buyers without your client publicly running a sale process.
Because we are FINRA-licensed, we do not pay referral fees — and we don’t need to. The value to your firm is structural: you deepen the client relationship by connecting them to acquisition interest they cannot reach independently, you remain the trusted advisor of record throughout, and you demonstrate due care by routing securities-related M&A activity through a licensed broker-dealer. Your client benefits from buyer access; your practice benefits from retention and reduced regulatory exposure.
Compliance Desk
Resources for CPAs and Attorneys on FINRA compliance
Metro Equity Capital provides co-advisory and strategic alliance resources for professional advisors. Understanding FINRA compliance helps protect your clients and your practice. Below are key compliance considerations for M&A transactions involving securities.
Right of Rescission Risk
When an unlicensed intermediary facilitates the sale of a business involving securities, the buyer may have a right of rescission -- the ability to unwind the transaction. This creates post-close liability that can extend to the referring professional. Working with a FINRA-licensed firm helps mitigate this risk.
Read the complete rescission risk guideFINRA Rule 3220
FINRA Rule 3220 governs compensation sharing between members and non-members. Our co-advisory arrangements are structured in full compliance with this rule, designed to reduce regulatory exposure for referring attorneys and CPAs.
Read the full Rule 3220 guide for CPAs and attorneysCo-Advisory vs. Fee-Splitting
Fee-splitting with unlicensed parties is prohibited under FINRA rules. Our Co-Advisory model is distinct: each party provides defined professional services and is compensated for their own work product. This is not fee-splitting -- it is professional collaboration with clear scope and accountability.
Protecting Your Practice
Referring clients to a FINRA-licensed M&A advisor demonstrates due care and professional responsibility. It helps insulate your practice from claims that you facilitated an unlicensed securities transaction, while helping ensure your client has access to institutional-grade execution.
Deal Readiness Checklist
Use with your clients to assess M&A preparedness. Available for co-branding.
Financial Readiness
- Audited or reviewed financial statements for the last 3 years
- Clean EBITDA calculation with documented add-backs
- Monthly financials available for trailing 12 months
- Revenue concentration: No single customer exceeds 15% of revenue
Operational Readiness
- Management team willing to stay on for transition period (2+ years)
- Documented SOPs and institutional knowledge not dependent on founder
- Key employee retention agreements in place
- Technology and IP properly documented and transferable
Legal & Compliance
- No pending litigation or regulatory actions
- All contracts assignable or transferable upon sale
- Intellectual property properly registered and protected
- Environmental compliance documentation (if applicable)
Market Position
- Defensible market position or competitive moat
- Recurring revenue base (contracts, subscriptions, or retainer models)
- Growth trajectory documented and sustainable
- Industry tailwinds supporting future value creation
This checklist is available for co-branding with your firm's logo and contact information.
Deal Valuation Estimate
Industry-multiple based estimate for client discussions
Any valuation range provided is a preliminary estimate for discussion purposes only — not a formal valuation, appraisal, or offer.
Enter EBITDA and industry to calculate
Submit a Referral
Professional collaboration for shared client success