Anyone have experience with MBE/WBE certs?
March 05, 2026
by a searcher from Columbia University in New York, NY, USA
I am looking at a handful of deals where the current mgmt makes use of a MBE and/or WBE certification. These are used in securing some of their work, though of course the true reliance on these are hard to pin down causally. I'm trying to work through with a seller a way to keep the cert. I wonder if any on this group that have experience with this can advise as to whether this is kosher. I know some of the state-level regulators and can ask them, but wanted to test-run past this group first.
Of note, the reason I am unable to maintain the certs is that as an out-of-state buyer, I won't have the right tax documentation for the cert, regardless of whether i would otherwise qualify as MBE. I certainly might not qualify for WBE regardless. Given that I am not planning on moving, there's an impasse.
1. Acquire 49% of the Class A Common. Current owner keeps 51%. They also hang onto the cert. A backup cert-holder on staff is also identified and plugged into the 51%.
2. Create a Class B of shares that is both a) 10x supervoting and b) 10x preferred. Will hold 100% of this.
3. Create a newco that has a fee stream equal to the NI of the target. Will hold 100% of this.
The thought is to maintain the cert within the letter of the law, but also allow the seller to sell at close to what a 'market' EV would be, by both stripping the equity value as well as safeguarding the actual cash. The on-team holder of 51% of common would be paid the remainder for their services, which comes out to ~5% of NI. They are fine with this.
Over a controlled amount of time, we can wean off the certification and collapse the above structure. Interested in any thoughts.