How the industry actually works

The first thing a new owner often learns, 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, introduced the captain candidates, and recommended the law firm, the surveyor, and the management company was paid by the seller. In some transactions, the same broker represented the seller. The questions that would have raised this are not in the standard first-time buyer’s kit.

This is not bad practice so much as the shape of the market. The alternative, where the buyer pays their own adviser at the rates such advice costs, feels expensive at the moment of the decision and cheap years later, looking back from a second yacht.

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, although they are not the same.

The US norm, aligned with the International Yacht Brokers Association (IYBA), 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 Mediterranean Yacht Brokers Association (MYBA) sliding scale is 10 percent on the first USD 10 million, 5 percent on the second, 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 to 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) at industry events acknowledges that brokers can be reluctant to publish reduced commission rates on the central-agency listing, on the basis that disclosure may suppress buyer-broker viewings. The system, on his published reading, can reward opacity. Offered here as practitioner opinion; Northrop & Johnson itself states a commitment to full transparency.

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.

Ya Mon Expeditions LLC v. IYBA et al. is a Sherman Act class action in the US District Court for the Southern District of Florida alleging conspiracy to fix commissions across the industry. In January 2025 Judge K. Michael Moore dismissed the complaint without prejudice and with leave to amend. That order was later vacated and the case stayed while one defendant, YATCO, appealed the refusal to send the claims to arbitration; the Eleventh Circuit affirmed that refusal on 10 June 2026, and the case has since resumed in the district court. The pleadings 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. No court has ruled on the merits. The litigation does establish that the practice is sufficiently common and sufficiently questioned to reach federal court.

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 Financial Conduct Authority (FCA) does not regulate yacht sales because they are not a regulated financial instrument; the Maritime and Coastguard Agency (MCA) does not regulate brokerage commissions. There is no financial regulator in any major jurisdiction that supervises yacht brokerage conduct. From 10 July 2027 the EU Anti-Money Laundering Regulation brings traders in high-value watercraft within the anti-money-laundering regime, with customer due diligence and reporting of large sales to national financial intelligence units. That is supervision of who the buyer is and where the money comes from, not of how the broker is paid or whom the broker represents.

Camper & Nicholsons and Fincantieri

Camper & Nicholsons was acquired in 2014 by Coliseum Services SA, a Geneva-based vehicle subsequently renamed the 1782 Group. 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. Lai Sun Development Company Limited, the Hong Kong-listed conglomerate, subsequently acquired majority control through the 1782 Group structure.

C&N therefore has, on its capitalisation table, an Italian shipbuilder that builds yachts C&N then sells. Disclosure of the relationship is not consistently made when C&N markets a Fincantieri-built yacht; the conflict is structural, and lasts as long as the shareholding does.

On 28 May 2026, Lai Sun signed to sell an initial 80 percent of C&N International to Wave Expandary Limited at an enterprise value of EUR 50 million. That is roughly twelve times FY2025 EBITDA on management figures, against C&N revenue of HK$270.7 million and net profit after tax of HK$13.1 million. Wave Expandary is guaranteed by Sea Expandary Limited, the vertically integrated yacht-industry platform announced in February 2026 by JD.com founder Richard Liu Qiangdong. Sea Expandary’s stated USD 700 million commitment runs across R&D, manufacturing, brokerage, and after-sales, focused on new-energy propulsion and the Guangdong-Hong Kong-Macao Greater Bay Area. Put and call options govern the remaining 20 percent from 31 December 2027, each estimated at EUR 9.135 million. Completion is subject to regulatory and shareholder approvals, with a long stop of 30 September 2026. Paolo Casani remains CEO. Whether Fincantieri’s 15 percent survives the transaction is not disclosed in the announcement.

The structural conflict the chapter named with Fincantieri is compounded rather than resolved. C&N’s incoming controlling shareholder operates its own yacht-manufacturing platform alongside the brokerage. The disclosure question the Fincantieri arrangement raised returns in the same form, against a larger and more recent counterparty: is the buyer told when C&N markets a Sea Expandary hull? The EUR 50 million enterprise value, at roughly twelve times EBITDA, is itself a useful segment comparable for the yacht-services valuations buyers do not typically see.

The Fincantieri example is the cleanest, but not the only one. In November 2025 the US private equity firm Ancient (Alexander Klabin) acquired a strategic stake in Burgess, the firm’s first outside investor in 50 years. Fraser and Northrop & Johnson were acquired by the listed US dealer MarineMax in 2019 and 2020. In August 2026 MarineMax agreed to be sold to Safe Harbor Marinas, owned by Blackstone Infrastructure, for USD 1.5 billion, with completion expected by the end of 2026; both brokerages would then sit in the same group as a global marina operator. Denison Yachting was sold by the Denison family to OneWater Marine (NASDAQ: ONEW) in April 2022, and in September 2026 OneWater agreed to sell a majority interest to OceanWorld Group while keeping a minority investment.

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 recurring management and refit spend, and consolidating commission pools, with the result that the “free advice” model is more profitable under PE ownership rather than less.

Retrocession economics

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. No equivalent rule 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 also do not appear on any invoice to the owner, because the broker is not invoicing the owner; the owner pays the yard, the management company, and the paint contractor, and the retrocessions flow inside the supplier’s books.

Particular firms are not named here because the practice is industry-wide. When the buyer’s adviser earns more because the buyer spends more with counterparties the adviser has steered them toward, the adviser’s incentives are not aligned with the buyer’s. That arrangement is the default of the superyacht industry.

The same observation appears in Hein Velema’s published comment on new build broker arrangements, May 2026:

In a new build, the broker often represents the owner in the deal, but the broker is being paid by the shipyard. That is a mismatch. Owners generally know that a broker works on commission. They do not always know how much, or on what.

An experienced broker, well-aligned and well-led, noticeably reduces execution risk on a transaction the buyer would not otherwise close cleanly. They walk inventory the buyer has not had the time to walk, read paint and machinery and pricing patterns from the inside, and know which sellers are negotiating and which are window-shopping. Owners are by construction hard to reach; the broker who carries that relationship has earned it.

If a broker has access to a client, that means he has value. It is very difficult to get the ear of an owner, and where you have it, you have added value.

None of the structural critique above applies to that work. The critique applies to the undisclosed incentives that travel alongside the commission, and to the role ambiguity that asks one firm to answer to both sides of the same transaction. Disclosure and clearly named roles solve most of it; their absence is what the chapter has documented.

Chris Cecil-Wright, founder of Cecil Wright, on the panel at the Superyacht Investor London forum in April 2026, located the broker’s value precisely:

We operate in the ‘information and confidence delivery’ part of the ecosystem. All the deals we’re doing offline are the ones where the value is. AI doesn’t know the nuance of the deal.

Held to that frame, the broker the buyer wants is the one paid to deliver information and confidence transparently, not the one paid to keep both quietly opaque.

The captain’s role in the structure

The captain is the most consequential 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 also bring a career and a network: prior owners, yards, brokers, relationships that pre-date the current employment. The role concentrates a great deal of authority and trust in a single individual, and the owner is well served by mapping the captain’s wider professional background before the appointment rather than discovering it later.

If you accept a fee for giving out the work, how can you still audit the quality of the result you are directly responsible for? You can’t. So for me it’s not really a question.

Andrew Roch, founder of Yacht Crew Recruitment and Training and a co-architect of the Yacht Owner’s Representative Program with SYBAss, sets out the structural extension of the same argument across the management-company tier. Writing in Superyacht News in June 2026, Roch documents the post-1990s shift in which large-yacht management companies migrated from administrative support into operational and financial control, drawing decision-making authority away from the captain on board and into shore-based offices. Responsibility for the vessel remained with the master; the authority that should accompany it did not.

The authority the role implies and the authority the role carries have come apart almost completely, and the captain is left holding a position that has been quietly emptied of its substance.

On Roch’s reading the cost of that hollowing-out shows up first in psychological safety on board, and the most capable crew, those with employment options elsewhere, are the first to leave. The structural critique he traces across the management-company tier is the same critique the chapter has traced across the broker tier: authority and accountability have come apart, and the owner sits at the end of the chain.

A useful framework for the interview: the captain who pushes back, asks hard questions about intended use, and is sceptical of the timeline is the one to keep talking to. Easy agreement in the first three meetings is pleasant in the room and not necessarily the strongest indicator of the right hire.

What independence 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.