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Curious about legal due-diligence and whether it’s needed in your deal?
Well, after handling well over 30 deals, here are just a few examples of the (alarming) things I’ve found.
Would you feel comfortable not knowing about any of them?
A cautionary 👇🧵
1/ Seller has criminal record.
OK. Lots of people have criminal records - a DUI here, or Reckless Driving when they were younger.
If it’s a serious crime though: DV, embezzlement, any felony… ask yourself:
Are you OK working with them for up to a year post-closing?
2/ Trademark seriously diluted.
Many small businesses suck at protecting their trademarks. They don't register, monitor, nothing.
I've been involved in deals where seller's trademark was being used by competitors in the same industry AND same state.
Everyone hates them, but sometimes they’re needed to get the deal done. Here are a few ways to take the sting out of them:
First, your ideal situation is to convince the seller to take a security interest in the business (its assets or equity) instead of (not in addition to) your personal guarantee.
1/ Negotiate during the same convo when seller is trying to convince you of the value of the business.
Hard for him to tell you the business is very valuable on the one hand, and say that having a security interest in its assets or stock is insufficient.