We recently closed a transaction where the seller was abusive.

Wore out the buyers, the bank, his own lawyers.

Here’s how we got through it:
Decades of making a 7-figure plus living has different affects on people.

Often times, it will transform a person into the smartest person in every room (whether true or not).
Some negotiations are harder than others.

Even the smoothest transactions will have points of contention.

These issues have real consequences and need to be worked through.
This is rarely a problem.

Most of the time, you have advisors and principals who get it, are decent people, and find a way to meet in the proverbial middle.
Other times, you have advisors and counterparties who want to win EVERY point.

They’re not happy unless the scoreboard is 49 to 0 in favor of the home team.

When you identify this trait in a lawyer, you should run away quickly and find a different one.
When you identify it in a seller you’ve got a serious problem with your deal.
In this case, the seller was a total bully and when things didn’t go his way, the emails would go flying.

It was clear almost immediately that the seller was used to getting his way.

He called people names, ALL CAPS, no one was spared even his own lawyers.

So what do you do?
Ignore them!

Guess what? This isn’t middle school and the bully doesn’t get his way.

When you’re making a multi-million dollar investment, you don’t walk on eggshells for anyone.

You also don’t…
… stoop to their level.

“Never wrestle with a pig. You both get muddy and the pig likes it.”

You negotiate unemotionally.

Work to reasonable compromises.

Then stand your ground!

Guess what?
In the end, you have the cash money they very much want.

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More from @SMB_Attorney

Oct 13
“$70 trillion dollar opportunity this…”

“$70 trillion dollar opportunity that…”

“That’s all good SMB Acquisition Attorney, but how can I save 25% on my deal and NOT piss off the seller?”

Young Padawan, let me show you:
I spoke with a client (Luke Dealwalker) who approached me with this problem:

He wanted to buy a business for $2.25M, but it was overvalued and listed at $3M.

Why was it overvalued?
The seller was valuing the business on 2021 revenue which was $3M at 4X earnings.

The buyer thought it was actually worth $2.25M based on 4X its pre-COVID “bump.”

“How do I write the LOI?” my client asked…
Read 17 tweets
Oct 8
Another long week in the books.

Connect 4 with the boys, a quick trip to get a 9V for the chirping alarm, followed by Bourbon, Airborne and a fire.

Friday night in paradise.
This week, @smblawgroup did some cool things.

Closed 3 deals, signed at least 2 more (including 1 in process for 200+ days).

Met a bunch of awesome new people.

I think I asked @KHendersonCo less stupid tech questions than normal… no KPI for that though.

Big things ahead.
Shout out to all the hardworking guys and gals out there doing the tough stuff to make a better life for your families.

I see you! 👊🏻
Read 4 tweets
Sep 26
The stakes are ultra high for business buyers and their families.

There are service providers that genuinely care about buyers and have their back.

Sadly, not all do.

If you're looking to buy a business, here are five people I believe you can trust:
First a disclaimer:

As an attorney, I am not allowed to accept kick-backs, referral fees or establish exclusive referral relationships under legal ethical rules.

The following individuals are being recommended simply because I know they do right by buyers.

Now for the list..
Bruce Marks (@sbabmarks) goes to war for searchers.

He has a reputation of getting loans closed.

If I was buying a business with SBA debt, Bruce would be one of my first calls.
Read 12 tweets
Sep 21
Raise your hand if you want me to walk you through purchase price mechanics inside an Asset Purchase Agreement!

Whoa, whoa, okay settle down.

After all, it’s only the price you pay when you buy a company, why is it so important?

Fine, I’ll tell you.

👇
In this thread we’re diving into how the actual purchase price is written in the APA.

You’ve clawed and scratched to win a negotiation, but how is it written?
The Purchase Price section should cover at least each of the following topics:

1/ The amount of payment
2/ The form of payment
3/ The timing of payment
4/ Whether the payment will be subject to escrows or holdbacks

Let’s break em’ down…
Read 17 tweets
Sep 9
SMB M&A Tip of the Day

Consulting / Transition Services

The biggest mistake buyers make...

A quick thread:
1/ First time / inexperienced buyers are reluctant to ask for help from the seller.

They assume that the seller is ready to sail off into the sunset and would be irritated by an ask for consulting services.

This may be true! But...
2/ More often than not, sellers are very concerned with legacy preservation.

They often care as much (if not more) about the business, its employees and customers, then they even do about the check at closing!
Read 17 tweets
Sep 9
Happy 🍕 Friday!!

Since I have bad taste in pizza, help me choose today’s pie? 👇🏻
Pizza A Image
Pizza B Image
Read 4 tweets

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