How the industry actually works

The first thing a new owner often learns, some months after the first contract is signed, is that the structure of the market places most of the people around the acquisition on the other side of the table. The broker who walked them around shipyards in Viareggio and Vlissingen, who introduced them to the captain candidates, who recommended the law firm and the surveyor and the management company, was paid by the seller. In some transactions, the same broker also represented the seller. The questions that would have surfaced this are not in the standard first-time buyer’s kit.

This is not bad practice. It is the structure of the market. It has worked this way for half a century. The alternative, in which the buyer pays their own adviser at the rates such advice actually costs, feels expensive at the moment of the decision and only feels cheap years later, on a second yacht looking back at the first.

The two parallel commission norms

A typical brokerage sale of a 40-metre yacht for EUR 28 million moves between EUR 1.4 million and EUR 2.8 million in commissions, depending on which of two parallel norms is applied. Both are presented as "the standard" by the brokers using them. They are not the same.

The US norm, IYBA-aligned, is a flat 10 percent of gross sale price, paid by the seller. On a USD 50 million sale, that is USD 5 million. The MYBA sliding scale is 10 percent on the first USD 10 million, 5 percent on the second USD 10 million, 2.5 percent above. On a USD 50 million sale, that is USD 2.25 million. The seller does not always know which is being applied. The buyer almost never knows. The 4 percent or 5 percent of gross sale price typically captured by the buyer's broker, paid out of the seller's commission pool, is the same arithmetic from either base.

Practitioner commentary attributed to Cromwell Littlejohn (Northrop & Johnson, President and Chief Commercial Officer) at industry events has acknowledged that brokers can be reluctant to publish non-standard, that is reduced, commission rates on the central-agency listing, on the basis that disclosure may suppress buyer-broker viewings. The opinion attributed to him is that the system can reward opacity. Offered here as published practitioner opinion; Northrop & Johnson itself states a commitment to full transparency.

Camper & Nicholsons and Fincantieri

One of the older and largest brokerages in the industry is Camper & Nicholsons. C&N was acquired in 2014 by Coliseum Services SA, a Geneva-based vehicle subsequently renamed the 1782 Group. Lai Sun Development, a Hong Kong real estate group, took an equity stake. In May 2015, the Italian state-controlled shipbuilder Fincantieri acquired a 15 percent minority stake via a capital increase, with Coliseum Services remaining the majority shareholder.

So C&N has, on its capitalisation table, an Italian shipbuilder that builds yachts that C&N then sells. The disclosure of this relationship is not consistently made when C&N markets a Fincantieri-built yacht. The conflict is structural and permanent. The trade press has not, to the publication’s knowledge, investigated it.

The Fincantieri example is the cleanest, not the only one. In November 2025 the US private equity firm Ancient (Alexander Klabin) acquired a strategic stake in Burgess on undisclosed terms; Burgess’s first outside investor in 50 years. Fraser and Northrop & Johnson sit inside MarineMax (NYSE: HZO), acquired in 2019 and 2020. Denison Yachting was sold by the Denison family in April 2022 to OneWater Marine (NASDAQ: ONEW) and merged into the OneWater Yacht Group in September 2025.

The roll-up is essentially complete. Independent founder-led houses are now the minority by deal volume. PE owners require EBITDA growth, which incentivises cross-selling more services per yacht, capturing more recurring management and refit spend, and consolidating commission pools. The "free advice" model is more profitable under PE ownership, not less.

Dual agency and the IYBA standard form

The IYBA Purchase and Sale Agreement, the standard contract used in most US-jurisdiction yacht transactions, contains a dual-agency clause that constitutes pre-emptive consent. Signing the standard form means the buyer and seller have already agreed that the broker may act for both sides, with carve-outs (the broker cannot tell the seller the buyer's maximum, cannot tell the buyer the seller's minimum). The standard form normalises a fiduciary impossibility.

In January 2025, Judge K. Michael Moore of the US District Court for the Southern District of Florida dismissed Ya Mon Expeditions LLC v. IYBA et al., a Sherman Act class action alleging conspiracy to fix commissions across the industry. The dismissal was on procedural grounds: insufficient evidence of explicit agreement to fix. The pleadings, which remain on file, document a transaction in which both sides of a sale were brokered by the same firm, with the firm collecting both sides of the 10 percent commission. The case did not establish illegality. It did establish that the practice is sufficiently common and sufficiently questioned to generate federal litigation.

California requires explicit dual-agency disclosure. Florida operates under transactional-brokerage rules where full agency duties to either side are diluted by default. The UK FCA does not regulate yacht sales because they are not a regulated financial instrument; the MCA does not regulate brokerage commissions. There is no financial regulator in any major jurisdiction that supervises yacht brokerage conduct.

The system, in published practitioner opinion, can reward opacity.

Retrocession and the kickback economy

Referral fees from yacht-management firms, refit yards, paint contractors, electronics integrators, insurance brokers, finance providers, crew agencies, and class societies to the introducing broker are an open secret. OnboardOnline's legal column states the rule plainly: referral fees are legal only if disclosed, must be reflected in the closing statement to seller and buyer, and undisclosed payments to a captain are potentially criminal. There is no equivalent rule that compels the brokerage house to disclose retrocessions on ongoing services to its yacht-owning client.

On a EUR 4 million repaint, a 5 percent retrocession is EUR 200,000. On a EUR 5 million annual management contract, a 10 percent introductory retrocession is EUR 500,000 in year one. The numbers are not small. They are also not on the broker's invoice to the owner because the broker is not invoicing the owner. The owner pays the yard, the management company, the paint contractor; the retrocessions flow inside the supplier's books.

Particular firms are not named here because the practice is industry-wide and most participants consider themselves industry-standard, which they are. The point is structural: when the buyer's adviser earns more if the buyer spends more with counterparties the adviser has steered them toward, the adviser's incentives are not aligned with the buyer's. That structure is the default of the superyacht industry.

The captain's loyalty problem

The captain is the highest-leverage hire an owner makes, and often the first. They are involved in yacht selection, survey, sea trial, crew recruitment, management company choice, supplier relationships, and the day-to-day operating budget. They have a career and a network: prior owners, yards, brokers, relationships that pre-date the current employment. Most captains are honest professionals; a small minority are not. The structure of the role provides ample opportunity for either, and the owner will struggle to tell which they have hired until well after the decision is made.

A useful framework: the captain who tells you what you want to hear in the first three meetings is not the captain to hire. The one who pushes back, asks hard questions about intended use, and is sceptical of your timeline is. Captains who agree easily are pleasant to work with and expensive to live with.

What independence actually means

Several firms describe themselves as independent. The word does meaningful work in some cases and is decorative in others. The full six-element independence test is set out in chapter 9 and applied to the publisher on the colophon. The questions are: contingent earnings; equity or referral relationships; published counterparty list; transparent fees; appropriate professional indemnity; named, accountable principals.

The honest version of the conversation

For a reader in advance of a first acquisition, the practical version is this. Engage an independent adviser before any broker. Engage independent legal counsel, not the broker's preferred firm. Engage an independent surveyor, not the seller's. Pay all three directly. It is the cheapest insurance available. A party who objects to this arrangement has told you something useful about themselves.

The industry will absorb capital regardless of how many advisers a buyer hires. The question is whether it does so on terms the buyer has understood and chosen, or on terms the buyer discovers later.