Bradford Hardin (@bradford_hardin) Co-chair, Financial Services Practice David Wright Tremaine… he’ll eventually be their managing partner and much, much more. Mark my words.
Kevin Henderson (@KHendersonCo) my co-founder @smblawgroup… he’s good at *everything* especially lawyering. Started his career at Cravath. Unflappable. I’d throw hands for his guy.
Scott Oliver (@SAOliver_Atty) director at Lewis Kappes… represents SBA lenders in a competent and professional way. Lenders you should all hire him!
Eli Albrecht (@Eli_Albrecht) associate at Gibson Dunn… the #lawdad. Changing the face of lawyering for a generation of dads who want career success that doesn’t come at the expense of their families. Just ask the WSJ
Matt Margolis (@ItsMattsLaw) Head of Community for Lawtrades… it takes brass you-know-what’s to be a great lawyer and risk it all in an old crusty profession. Marketing genius. Generates more eyeballs than most Fortune 500 marketing departments… engagement worth millions
Eric Hsu (@lawyer4SMBs) founder of Clear Focus Law… sure he knocked off my brand and occasionally steals our clients, but frankly I respect the hustle… and there’s plenty for all of us. I’ve tried to recruit him to @smblawgroup but he’s a steadfast solopreneur
Sam Rosati (@Sam_Rosati) our other co-founder at @smblawgroup… he founded an SMB micro-PE firm, a law firm, @SMB_ash… name a bigger SMB expert? You can’t. Total team player. Humble.
Adam Wasch (@AdamGWaschEsq) Partner and Co-Chair of the Franchise Law Practice Group of a Greenspoon something… the franchise 🐐. This guy is who I call when I’ve got franchise questions. You should too
Jake Parsley (@ParsleyETA) our newest partner at @smblawgroup… a legend in the Twin Cities. I can’t wait for the world to meet Jake. Epitomizes Minnesota nice. Killer deal lawyer
My fingers are tired.
I’m missing many people.
Who you got?
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How do you bridge the gap between seller dreams and buyer reality in a lower middle market deal?
The unsung hero: the contingent promissory note.
A thread 🧵
2/ In SBA and LMM deals, the buyer and seller almost never agree on value upfront:
- Seller wants a premium for “potential.”
- Buyer wants protection against downside risk.
- Lender only wants to underwrite predictable cash flows.
3/ That’s where a contingent note comes in.
Instead of paying every dollar upfront, the buyer issues a note that gets forgiven (not paid) if certain metrics aren’t met.
This is a realist’s guide to what actually makes a good business in 2025
And a list of the very best…🧵
1/ First: the internet is full of furus hyping “boring businesses.”
Car washes. Residential cleaning. Vending machines.
Most are garbage: high churn, low margins, operational headaches.
Not businesses you buy to build wealth, they’re jobs in disguise.
Avoid this garage:
2/ So what does a good business look like?
It has:
• Recurring or contractual revenue
• Customers who must buy, even in downturns
• High switching costs
• Regulatory or compliance tailwinds
• Fragmented markets = roll-up opportunities
The most powerful wealth building tool in business today!
What is it?
Lets find out... a THREAD:
Let's start at the beginning.
QSBS means "Qualified Small Business Stock".
It is stock that is issued by a "qualified small business" (QSB).
How does a business qualify as a "qualified small business"?
There are a number of important factors:
1️⃣ It must be a C Corp for tax purposes
2️⃣ It must have < $50M in assets at issuance
3️⃣ Must be active business (not holding company...with exceptions)
4️⃣ Must not be a prohibited business