Our GunBroker Engagement: Context and Lessons
Last Updated: May 1, 2026
Our work with GunBroker began with a potential employee stock ownership plan, or ESOP. The engagement included financial analysis and valuation work, followed by financing services that GunBroker authorized us to pursue. The ESOP did not proceed, and the parties later disagreed about payment for services connected to a financing transaction.
We want to explain what the engagement involved, what happened in court, and what we learned. Our goal is to provide clear context based on the public record and our experience.
The Work We Agreed to Perform
Our agreement with GunBroker set out three stages: analysis and structuring, financing, and closing. The first stage included financial analysis and valuation work. The agreement provided for a separate fee for that stage, with financing work to begin only after GunBroker authorized it. It also addressed a fee if GunBroker completed a transaction with a lender we had identified within a specified period after the agreement ended.¹
GunBroker authorized us to seek financing, and we worked with potential lenders, including MGG Investment Group. The proposed ESOP did not proceed. GunBroker later completed a different financing transaction with MGG. We sought payment under the agreement, and GunBroker disputed that payment was due.¹
The Jury’s Award and the Court Proceedings
At trial, the jury returned a $1.5 million verdict for us on our unjust-enrichment claim for financing services. The jury did not award attorney’s fees. For us, the verdict reflected the work our team had performed during the engagement.¹
The Eleventh Circuit later reversed the judgment on that claim and directed the district court to enter judgment for GunBroker. The same opinion affirmed the ruling in our favor on GunBroker’s Georgia Securities Act claim. The court also held that a statutory fiduciary duty applied and returned that claim to the district court for further proceedings.¹
What We Learned
After this experience, we reviewed how we describe our work and assess new engagements. We removed references to “investment bankers” from our website and took steps to make our service descriptions and client intake process clearer.
It also reinforced the value of making engagement terms clear at the outset. Clients should understand what work is included at each stage, what approvals are needed before additional work begins, how fees may apply, and how the parties’ roles relate to applicable legal and regulatory requirements.
How We Approach Engagements Today
An ownership transition can involve financial analysis, financing, valuation, legal advice, tax planning, and fiduciary responsibilities. Those roles may be handled by different professionals. We believe that clearly defining the scope of an engagement and coordinating with the appropriate professionals helps everyone understand what work is being done and which questions need further review. Any services provided during our engagements that arguably constitute investment advisory services are provided by affiliated or unaffiliated third parties who are either licensed or exempt from licensing requirements.
We have applied these lessons to how we explain our services and approach new engagements. For business owners considering an ESOP, we encourage asking detailed questions early about the work, responsibilities, approvals, and fees involved.
Source
This article is for general informational purposes and is not legal, tax, valuation, fiduciary, or investment advice.
