Welcome back to the Dealmaking with Laura DiFrancesco Podcast! In this episode, Laura delves into the intricate legal aspects of buying and selling manufacturing businesses, discussing the complexities involved in these transactions, including the asset-heavy nature of manufacturing, the importance of intellectual property, environmental considerations, real estate and financing options, the significance of contracts and supply chain management, labor relations, customer relationships, and tax implications. The episode provides valuable insights for both buyers and sellers in the manufacturing sector.
What You’ll Learn
Legal Essentials of Manufacturing Transactions // Understand why manufacturing businesses are among the most complex and common types of acquisitions - and how their asset-heavy nature influences every legal and financial decision.
Working Capital & Inventory Negotiations // Learn why working capital plays a larger role in manufacturing deals, from inventory valuation and adjustments to pre- and post-closing reconciliations that can affect purchase price.
Environmental & Real Estate Considerations // Get insights on environmental due diligence (Phase I and Phase II assessments), relocation risks, and how lenders approach manufacturing real estate - including SBA 504 loan options and lease requirements.
Financing & Existing Debt Strategy // Discover how to navigate existing seller loans and equipment leases, and when it may be advantageous to retain older financing with favorable interest rates as part of deal economics.
Labor & Workforce Retention // Understand the importance of collective bargaining agreements, skilled labor retention, and how to structure offer letters or employment agreements that secure key employees post-closing.
Tax & Deal Structure Implications // Dive into how asset-heavy businesses impact tax allocation, step-up in basis, and how buyers and sellers can negotiate tax elections to align economic interests
Episode Highlights:
00:00 Intro
01:18 Introduction to Deal Making and Manufacturing Business
02:36 Complexities of Asset-Heavy Manufacturing Transactions
08:15 Intellectual Property and Environmental Considerations
09:37 Real Estate and Financing in Manufacturing Deals
12:49 Contracts, Supply Chain, and Labor Management
14:30 DSL Advertisement
15:28 Supply Chain & Vendor Relationships
19:26 Customer Relationships and Tax Considerations
22:14 Outro
Resources Mentioned
Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business // https://lauradifrancesco.co/eta-landing-page
Share Your Review + Get the Free Pre-LOI Due Diligence Request List // Email etareview@lauradifrancesco.co
Dean Street Law // https://www.deanstreetlaw.com/ & deanstreetlaw.com/links
Schedule your complimentary consultation with Dean Street Law today!
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Connect on TikTok: @dealmakingwithlaura
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Waywine Winery is a partner of restaurant Tulip Pasta & Wine Bar https://www.tulippasta.com/
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Episode Description
In this episode, Laura DiFrancesco discusses the importance of non-compete agreements in business transactions, particularly in mergers and acquisitions. She explains how these agreements protect the buyer's interests by preventing the seller from competing post-sale. The conversation also touches on the evolving landscape of non-competes in employment relationships, especially in light of recent FTC regulations. Laura emphasizes the need for reasonable terms and the importance of negotiation between parties to ensure fair agreements that protect both the seller's and buyer's interests.
What You’ll Learn
The Role of Non-Competes in M&A // Understand why non-competes are essential in most business acquisitions and how they protect the buyer’s investment by preserving goodwill, relationships, and the essence of the business.
Key Terms: Scope, Term & Territory // Learn how to define and negotiate the scope of what constitutes “competition,” the length of the restriction (typically 3–5 years), and the geographic area covered to ensure fairness and enforceability.
Negotiation Dynamics Between Buyer & Seller // Explore how non-competes can be structured to protect the buyer while allowing the seller reasonable flexibility for future livelihood - including creative carve-outs, exceptions, and mutual consent clauses.
The Importance of Non-Solicitation & Confidentiality // Discover why non-solicitation clauses (covering customers, employees, and vendors) are equally critical and often easier to uphold, alongside confidentiality and non-disparagement provisions that safeguard the business post-closing.
FTC Ban & Employment Non-Competes // Get an update on the FTC’s proposed non-compete ban, the current litigation surrounding it, and how to navigate employee and consultant agreements in this evolving legal landscape.
Creative Alternatives to Traditional Non-Competes // See how businesses are using positive incentives, confidentiality, and non-solicitation clauses to protect their interests in light of changing regulations — ensuring fairness while maintaining enforceability.
Episode Highlights:
00:00 Intro
02:22 What is a Non-Competes in Business Transactions
06:23 Seller’s Concerns
12:17 DSL Advertisement
13:14 Navigating Non-Competes in Employment Relationships
17:32 Closing
18:31 Outro
Resources Mentioned
Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business // https://lauradifrancesco.co/eta-landing-page
Share Your Review + Get the Free Pre-LOI Due Diligence Request List // Email etareview@lauradifrancesco.co
Dean Street Law // https://www.deanstreetlaw.com/ & deanstreetlaw.com/links
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Connect on TikTok: @dealmakingwithlaura
Connect on Search Funder:
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Waywine Winery is a partner of restaurant Tulip Pasta & Wine Bar https://www.tulippasta.com/
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Teagan Rowland
Associate Producer //
#dealmaking #corporatelaw #lawyer #mergers #acquisition #noncompetes #business #transactions #employment #employmentrelations #employmentlaw #sellerprotection #buyerconsiderations #FTCregulations #legal #contract #smallbusiness
In this episode of the Dealmaking with Laura DiFranceco podcast, Laura discusses rollover equity in the context of recent SBA changes. She explains the differences between rollover and retained equity, the perspectives of buyers and sellers, and the implications of the new SBA requirements. The conversation also covers negotiation strategies for terms related to rollover equity and the importance of governance rights in these transactions.
What You’ll Learn
Understanding Rollover & Retained Equity // Learn what differentiates rollover equity in an asset purchase from retained equity in a stock purchase and why that distinction matters legally and financially.
Buyer & Seller Perspectives // Explore how rollover equity can align incentives between parties, create tax benefits, and foster post-closing collaboration — but also the risks, from control limitations to financing complications.
SBA Regulation Updates // Understand how new SBA rules now require sellers to personally guarantee loans when retaining equity, and how this changes the landscape of lower middle-market transactions.
Deal Structuring & Negotiated Terms // Dive into common LOI provisions like purchase price allocation, lockup periods, drag-along and tag-along rights, and how to approach these terms with alignment and transparency.
Strategic Use of Rollover Equity // Discover when seller rollover equity makes sense — how trust, shared vision, and long-term collaboration can turn this deal term into a powerful strategic advantage.
Episode Highlights:
00:00 Intro
01:18 Introduction to Rollover Equity and SBA Changes
04:00 Understanding Rollover vs. Retained Equity
07:21 Pros and Cons of Rollover Equity for Sellers
09:49 Buyer Perspectives on Rollover Equity
10:30 DSL Advertisement
14:00 SBA Requirements and Their Impact
17:07 Structuring Rollover Equity Deals
19:17 Outro
Resources Mentioned
Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business // https://lauradifrancesco.co/eta-landing-page
Share Your Review + Get the Free Pre-LOI Due Diligence Request List // Email etareview@lauradifrancesco.co
Dean Street Law // https://www.deanstreetlaw.com/ & deanstreetlaw.com/links
Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business Ep 32 of DWLD // https://www.youtube.com/watch?v=ScOjsEfBwZQ
Schedule your complimentary consultation with Dean Street Law today!
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Connect on TikTok: @dealmakingwithlaura
Connect on Search Funder:
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Waywine Winery is a partner of restaurant Tulip Pasta & Wine Bar https://www.tulippasta.com/
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Teagan Rowland
#dealmaking #corporatelaw #lawyer #mergers #acquisition #rolloverequity #equity #retainedequity #buyer #SBAchanges #governancerights #seller #negotiation #smallbusiness #lawyer #transactions #buyerperspective #sellerperspective #SBAchanges2025
What is an escrow and what is a holdback?
In M&A transactions, there’s a lot of terms that you need to know. In this episode of Dealmaking with Laura DiFrancesco, Laura teaches you exactly what escrows and holdbacks are. Defining the terms, explaining the mechanics, and highlighting the importance of clarity in deal terms, emphasizing how negotiation leverage and risk management play significant roles in structuring these agreements. The episode wraps up with the resources you need for further understanding and insight into the legal aspects of buying a small business.
What You’ll Learn //
// Definition of Terms
Learn the definition of an escrow, a holdback, an escrow holdback. An escrow is when funds are held by a third party. A holdback is a portion of the purchase price withheld. And escrow holdbacks are controlled by a third party.
// Clarity of expectation
Defining expectations for all parties is crucial for all parties involved in an M&A transaction as the deal terms vary significantly based on each transaction and party involved.
// Importance of Resources
Negotiation leverage can greatly impact deal terms, it's important for each business to have different liabilities affecting escrows. Additionally, insurance must be considered in transactions. See the below resources to help you in your next transactions.
Episode Highlights:
00:00 Understanding Escrows and Holdbacks
02:14 The Importance of Clarity in Deal Terms
05:29 Negotiation Leverage and Its Impact
08:31 Risk Management in M&A Transactions
09:53 Dean Street Law
11:26 Final Thoughts and Resources
Resources MentionedEntrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-pageShare Your Review + Get the Free Pre-LOI Due Diligence Request List // Email etareview@lauradifrancesco.coWhat is ETA // Ep 27 of Dealmaking with Laura DiFrancesco // https://www.youtube.com/watch?v=JKEtNE-HySA Waywine Winery and Vineyard // https://wayvine.wine/ For free legal guides and resources // https://deanstreetlaw.com/resources Unlock your legal roadmap to success with Acquisitions Insights // https://lauradifrancesco.co/acquisitioninsights Schedule your complimentary consultation with Dean Street Law today!https://www.deanstreetlaw.com/potential-client-questionnaire
#escrow #escrowprocess #dealmaking #legal #entrepreneurship #advice #howto #buisness
In this episode of Deal Making with Laura DiFrancesco, Laura discusses her new book, 'Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business.' She shares her personal journey as a five-time entrepreneur and M&A attorney, emphasizing the importance of legal knowledge in the acquisition process. The episode outlines the book's structure, covering essential topics such as groundwork for acquisition, designing an acquisition strategy, deal economics, due diligence, and the closing process. Laura aims to provide valuable insights and resources for aspiring entrepreneurs looking to navigate the complexities of buying a small business.
What You’ll Learn
The Inspiration Behind the Book//
Hear why Laura wrote the book and how her background shaped the book’s vision.
What to Expect Inside the Book //
Explore the entire ETA journey, from understanding models and responsibilities of ownership to designing your acquisition strategy and aligning it with personal goals. Learn how to build your deal team, source opportunities, and navigate preliminary due diligence. Gain insights into deal economics, negotiation strategies, and the full scope of due diligence. Finally, see how to prepare for closing day, handle post-closing legal wrap-up, and implement a 100-day integration plan for employees, customers, and suppliers.
How to Get Involved //
Find out how to access the first chapter, share early reviews, and support the book launch across platforms like Amazon and Barnes & Noble, plus opportunities to connect with Laura at ETA events.
Episode Highlights:
00:00 Intro
01:20 Introduction to Entrepreneurship Through Acquisition
02:59 About Laura: Dean Street Law, Entrepreneurship & Early Learning
09:00 The Importance of Legal Aspects in Business Acquisition
14:02 Dean Street Law Advertisement
15:00 The Groundwork of ETA Processes
17:41 Designing your Acquisition Strategy
18:11 Developing Your Buy Box
19:29 Entity Formation and Strategy
20:04 Building Your Dream Team, Sourcing and Due Diligence
21:15 Deal Economics, LOIs and Negotiations
23:36 The Due Diligence Process
25:14 Acquisition Insights Advertisement
26:12 The Contract
27:30 Closing and Integration
29:18 Outro
Resources Mentioned
Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page
Share Your Review + Get the Free Pre-LOI Due Diligence Request List // Email etareview@lauradifrancesco.co
Dean Street Law // https://www.deanstreetlaw.com/ & deanstreetlaw.com/links
Wild Ambition Lifestyle Design Course, Workbook // https://lauradifrancesco.co/wild-ambition
We Grow Together Podcast // Listen Here
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Connect on TikTok: @dealmakingwithlaura
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Waywine Winery is a partner of restaurant Tulip Pasta & Wine Bar https://www.tulippasta.com/
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
#book #bookrec #entrepreneurshipbook #entrepreneurship #buisnessbooks #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #buisness #deanstreetlaw #corporateattorney #podcast #entrepreneurship #smallbusiness #booklaunch #due diligence #legalguide #earlylearning #contracts #agreements #negotiations #dealeconomics #ETA #acquisitionstrategy
Welcome back!!
In this episode of the Deal Making with Laura Di Francesco podcast, Laura shares personal updates, including her recent marriage and the launch of her new book, 'Entrepreneurship Through Acquisition.' She discusses her summer experiences, including family weddings and new business ventures, and invites listeners to engage with her on future podcast topics. The episode emphasizes the importance of strategic planning and audience interaction as Laura discusses upcoming episodes focused on entrepreneurship and legal aspects of small business transactions all the while preparing for the look of her book, ‘Entrepreneurship Through Acquisition, A Legal Guide to Buying a Small Business’.
Episode Highlights:
00:00 Intro
00:04 Personal Milestones: Marriage and Family Celebrations
03:12 Book Launch: Entrepreneurship Through Acquisition
05:01 Upcoming Events and Conferences
06:30 Dean Street Law Advertisement
07:27 What to expect: New Episodes
08:39 Engaging with the Audience: Feedback and Office Hours
09:37 Strategic Planning for the Future
12:35 Outro
Resources Mentioned
Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page
Share Your Review + Get the Free Pre-LOI Due Diligence Request List // Email etareview@lauradifrancesco.co
Ep. 52 How to Plan 2025 as an Entrepreneur: A Conversation with Shelly Hughes // We Grow Together Podcast // https://www.youtube.com/watch?v=hAqYEJO6Rbo
Waywine Winery and Vineyard // https://wayvine.wine/
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
Schedule your complimentary consultation with Dean Street Law today!
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Connect on TikTok: @dealmakingwithlaura
Connect on Search Funder:
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Waywine Winery is a partner of restaurant Tulip Pasta & Wine Bar https://www.tulippasta.com/
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Sanaa Beriwala
Associate Producer //
#dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #buisness #deanstreetlaw #corporateattorney #podcast #entrepreneurship #smallbusiness #booklaunch #strategicplanning #marriage #winery #vineyard #eta #etaconference #audienceengagement #legalguide
Service-based businesses come with their own set of challenges and rewards. Last time, Laura talked about buying asset-heavy businesses. In this episode, Laura DiFrancesco explains what makes buying a service-based business different. She covers how things like recurring revenue, contract structure, customer retention, and employee talent affect deal terms and valuation. Laura also explains the risks, like financial fluctuations and scaling limitations, and shares how to approach due diligence when client experience is hard to measure. It’s a clear look at what buyers need to understand before making a deal.
What You’ll Learn
Evaluating Service-Based Business Models
// Understand how the business model, customer base, and revenue structure impact deal terms and valuation.
Conducting Due Diligence Without Customer Access
// Learn how to assess customer experience, retention, and satisfaction using public tools when direct communication isn’t possible.
Managing Working Capital and Cash Flow
// See how different billing practices and seasonal trends affect working capital needs and cash flow risks.
Handling Work-in-Progress and Project Profitability
// Explore how to assess in-progress work and align profit allocation fairly based on project stages at closing.
The Role of Key Employment Agreements
// Discover why retaining talent matters most in service-based businesses and how to structure agreements for post-sale continuity.
Episode Highlights:
[00:00] Introduction to Dealmaking with Laura DiFrancesco
[01:27] Book preview
[03:00] Defining service-based businesses
[08:09] Deal Street Law ad
[09:07] How to diligence customer experience
[11:15] Working capital vs. work-in-progress explained
[15:20] Key employment agreements and post-sale continuity
[17:19] Outro
Resources Mentioned
Entrepreneurship Through Acquisition waitlist // https://lauradifrancesco.co/eta-landing-page
Ep 23 Negotiating the Purchase Price and Seller Notes // https://open.spotify.com/episode/5qktKA5RsiZiKcqd1v4gpa?si=H46hklPmQ16ef48knWPURQ
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
Schedule your complimentary consultation with Dean Street Law today!
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Jules Bernardo
Associate Producer // Jules Bernardo
#servicebusiness #cashflowmanagement #workingcapital #projectbasedbusiness #keyemployees #scalingbusiness #dealstructure #financialduediligence #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance
It’s important that confidential information is stored in a place that is secure and easily controlled by a reputable administrator. In this episode of Dealmaking with Laura DiFrancesco, Laura explains the purpose of data rooms and the best practices for maintaining an organized and secure environment for due diligence information to be shared. It is more common to see virtual data rooms being utilized over in-person data rooms; however, Laura emphasizes that some information should be saved for in-person, such as trade secrets, intellectual property and more. She explains common functionalities of virtual data rooms and tips for who should access what information. Laura explains her own organizational practices such as creating a number system, having clear naming conventions, and having many folders. You are dealing with a lot of heavy information during the due diligence phase, so it’s important that you stay aware of the information you are sharing and where you are putting it!
What You’ll Learn
Functionality of Virtual Data Rooms
// Understand how virtual data rooms function compared to in-person data rooms. Sharing information with certain people and collaborating on documents are easier than ever.
When to Use In-Person Data Rooms
// Confidential information can he more-easily stolen from the web, so it's important to keep information such as trade secrets, intellectual property, and personally identifiable information to in-person data rooms.
Organization Practices
// Learn some practices to keep virtual data rooms organized, such as creating a number system, naming conventions, and many folders.
Common Pitfalls
// Understand practices to avoid, such as poor organization, no care for sensitivity of information, using unsecure and outdated services, and more!
Episode Highlights:
[00:00] Introduction to Dealmaking with Laura DiFrancesco
[01:48] Purpose of Data Rooms
[05:08] Functionality of Virtual Data Rooms
[10:42] When to Use In-Person Data Rooms
[11:45] Dean Street Law
[12:43] Organization Practices
[16:53] Tips for Access Controls
[18:59] Common Pitfalls
[19:47] Outro
Resources Mentioned
Entrepreneurship Through Acquisition Waitlist
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
Schedule your complimentary consultation with Dean Street Law today!
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Juliana Bernardo
Associate Producer // Juliana Bernardo
#datarooms #virtualdatarooms #confidentialinformation #sharingconfidentialinformation #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance
Buying a business and building a business present their own set of risks and rewards. In this episode of Dealmaking with Laura Difrancesco, Laura discusses what to expect from both processes. Buying and building a business present unique risks, so it's important to be prepared for either. Laura discusses the upfront and long term costs associated with each. Buying a business typically presents more upfront costs; however, it's easier to secure finances and an income from the beginning. Building a business costs as much money as you put into it, but usually takes more time and less initial returns. She also emphasizes the importance of understanding the barriers to enter the business, whether they be based on the market or your own personal preferences of culture and function. Laura also discusses topics such as timelines, emotional risks, and investing as a buyer.,Both processes take a lot of emotional and financial investment, so it's important to make sure you are making the right decision for you.
What You’ll Learn
Risks of Building a Business and Buying a Business
// Owning a business in any sense includes some sort of risk. Understand the unique risks that each business endeavor presents.
Costs and Financing of Building versus Buying
// Buying a business might present more upfront costs; whereas building a business costs as much money as you put into it. However, it's typically easier to secure finances towards buying a business.
Barriers to Entry
// Elements such as the market or culture of certain businesses create different barriers of entry, whether that be personal or financial.
Importance of Investing as a Buyer
// If a buyer doesn’t have their own skin in the game, sellers become more hesitant to sell a business to them.
Episode Highlights:
[00:00] Introduction to Dealmaking with Laura DiFrancesco
[04:05] Building Versus Buying a Business
[07:29] Weighing the Risks
[09:10] Dean Street Law
[10:08] Understanding Costs and Financing
[12:36] Barriers to Entry
[21:15] Timeline of Building and Buying a Business
[25:33] Acquisition Insights
[26:31] Upfront Risk
[28:35] Importance of Investing as a Buyer
[30:17] Emotional Risks
[31:42] Early Mistakes Buyers Make
[34:47] Outro
Resources Mentioned
Entrepreneurship through Acquisition: A Legal Guide to Buying a Small Business Waitlist
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
Schedule your complimentary consultation with Dean Street Law today!
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Jules Bernardo
Associate Producer // Jules Bernardo
#buyingabusiness #startingabusiness #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance
Entrepreneurship through acquisition (ETA) is often seen as a shortcut to owning a business, but it comes with its own set of challenges. In today’s episode of the Dealmaking with Laura DiFrancesco Podcast, Laura explains what ETA really is, why it's gaining popularity, and how to approach it with the right mindset. She points out the advantages of buying a business, like existing cash flow and customers, as well as the risks, such as personal guarantees and mismanagement. Laura also discusses financing options, legal considerations, and how ETA compares to other paths like starting a business or investing in real estate. Whether you’re new to the idea or already exploring it, this episode is a helpful starting point for understanding if ETA is right for you.
What You’ll Learn
The Definition of Entrepreneurship Through Acquisition
// Learn how ETA fits into the world of mergers and acquisitions.
Navigating the ETA Landscape
// Explore the unique terms, deal sizes, and models that set ETA apart from other acquisition strategies.
The Importance of Due Diligence // Get a clear view of what due diligence involves and how it protects you during the acquisition process.
Legal Support in ETA Deals // Understand why early legal guidance is critical and how it shapes deal structure and liability.
Building Strong Negotiation Skills // Learn how negotiation impacts stages of the acquisition process and how to do it well.
Exploring ETA Models // Compare different approaches to ETA, including self-funded, search funds, and hybrid models.
Episode Highlights:
[00:00] Introduction
[02:33] Defining Entrepreneurship Through Acquisition (ETA)
[10:22] Advantages of ETA
[13:17] Dean Street Law ad
[14:15] Key risks to understand before buying a business
[18:19] Legal considerations in ETA
[22:35] Negotiation and dealmaking as key ETA skills
[24:43] Acquisition Insights ad
[25:42] Different ETA models and what to consider
[27:41] Using education and reflection to decide if ETA is right for you
[33:09] Outro
Resources Mentioned
Join the waitlist for my new book Entrepreneurship Through Acquisition
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
Schedule your complimentary consultation with Dean Street Law today!
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Ariel Yu
Associate Producer // Ariel Yu
#entrepreneurshipthroughacquisition #ETA #buyabusiness #searchfund #selffundedsearch #businessownership #businesslaw #riskmanagement #SBAloans #dealstructure #negotiationskills #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance
Every business transaction functions differently, and there are unique considerations to take when dealing with an asset heavy business. In this episode of Dealmaking with Laura DiFrancesco, Laura shares her advice to guarantee a suitable and efficient transfer of assets during a business transaction. Firstly, it’s important to consider the current valuation and performance of assets to define which ones are worth adopting. If there are inconsistencies in valuation, Laura offers multiple methods towards reaching a compromise, such as hiring independent contractors. She also highlights the differences between asset purchases and stock purchases, as they can serve different purposes when transferring assets. Above all, she stresses the importance of collaboration with the lender, and beginning these processes as soon as possible!
What You’ll Learn
Defining Relevant Assets
// When deciding which assets should be transferred, it is important to consider performance, depreciation, valuation, and replacement cost of the assets.
Negotiating Valuation Discrepancies
// As a buyer, you want to make sure that your valuation process aligns to that of the lender. There are multiple methods to appraising assets in order to reach an agreement between both parties.
Transferring Assets
// It’s important to consider whether it is more convenient to transfer assets as an asset purchase or stock purchase.
Episode Highlights:
[00:00] Introduction to Dealmaking with Laura DiFrancesco
[01:26] Book preview
[02:38] Defining Relevant Assets
[07:30] Tax Laws for Purchasing Assets
[11:14] Dean Street Law
[12:13] Negotiating Valuation Discrepancies
[18:12] Challenges in Transferring Assets
[19:49] Outro
Resources Mentioned
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
Schedule your complimentary consultation with Dean Street Law today!
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Jules Bernardo
Associate Producer // Jules Bernardo
#assetsale #stockpurchase #transferringassets #valuationdiscrepancies #relevantassets #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance
Every business transaction functions differently, and there are unique considerations to take when dealing with an asset heavy business. In this episode of Dealmaking with Laura DiFrancesco, Laura shares her advice to guarantee a suitable and efficient transfer of assets during a business transaction. Firstly, it’s important to consider the current valuation and performance of assets to define which ones are worth adopting. If there are inconsistencies in valuation, Laura offers multiple methods towards reaching a compromise, such as hiring independent contractors. She also highlights the differences between asset purchases and stock purchases, as they can serve different purposes when transferring assets. Above all, she stresses the importance of collaboration with the lender, and beginning these processes as soon as possible!
What You’ll Learn
Defining Relevant Assets
// When deciding which assets should be transferred, it is important to consider performance, depreciation, valuation, and replacement cost of the assets.
Negotiating Valuation Discrepancies
// As a buyer, you want to make sure that your valuation process aligns to that of the lender. There are multiple methods to appraising assets in order to reach an agreement between both parties.
Transferring Assets
// It’s important to consider whether it is more convenient to transfer assets as an asset purchase or stock purchase.
Episode Highlights:
[00:00] Introduction to Dealmaking with Laura DiFrancesco
[01:26] Book preview
[02:38] Defining Relevant Assets
[07:30] Tax Laws for Purchasing Assets
[11:14] Dean Street Law
[12:13] Negotiating Valuation Discrepancies
[18:12] Challenges in Transferring Assets
[19:49] Outro
Resources Mentioned
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
Schedule your complimentary consultation with Dean Street Law today!
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Jules Bernardo
Associate Producer // Jules Bernardo
#assetsale #stockpurchase #transferringassets #valuationdiscrepancies #relevantassets #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance
Negotiating the purchase price and seller note can make or break a business transaction. In this week’s episode of the Dealmaking with Laura DiFrancesco podcast, Laura shares how both buyers and sellers can approach these conversations with clarity and strategy. She lists the components that make up a purchase price, why seller notes matter, and how to structure deals that balance risk and reward for both sides. Laura also talks about working capital adjustments, tax planning, and how to avoid common pitfalls. By taking a thoughtful and transparent approach, both parties can protect their interests and close a stronger deal.
What You’ll Learn
Key Factors in Negotiating Purchase Price
// Understand the components that make up a purchase price, including fixed and variable elements, and how to approach value disagreements.
The Role and Benefits of Seller Notes
// Learn how seller notes can bridge pricing gaps, impact taxes, and benefit both buyers and sellers post-closing.
Tax and Valuation Considerations
// Gain insight into how tax treatment and valuation methods affect the overall deal structure and negotiation strategy.
Effective Deal Structuring and Risk Management
// Discover strategies for aligning interests, reducing conflict, and creating a fair, workable deal for both parties.
Episode Highlights:
[01:17] Introduction
[02:23] Common negotiation mistakes
[07:38] Working capital and deal structure
[15:17] Deal Street Law Ad
[17:20] Valuation methods and tax considerations
[28:59] Legal Foundations Ad
[30:12] Seller note terms
[38:53] Negotiation strategies and common pitfalls
{45:15] Outro
Resources Mentioned
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
Schedule your complimentary consultation with Dean Street Law today!
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Ariel Yu
Associate Producer // Ariel Yu
#dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance #sellernotes #purchaseprice #workingcapital #businessvaluation #negotiationstrategy #dealstructure #buyingabusiness #sellingabusiness
Due diligence is often seen as an action taken by the buyer in a business transaction; however, it is just as important that sellers are completing a thorough and timely due diligence themselves. In this week's episode of Dealmaking with Laura DiFrancesco, Laura discusses the proper steps that sellers can take in due diligence to set themselves up for a smooth transaction. She highlights facets that sellers should consider during due diligence such as confidentiality agreements, access to facilities, and more. Most importantly, Laura emphasizes the importance of preparing answers to potential questions that buyers may have. This will cultivate a feeling of trust and expertise between the seller and buyer. A lot can go wrong in a business transaction without proper due diligence, so it is important that both parties are doing their part.
Still have questions? Leave them in the comments below or schedule a complimentary consultation with Dean Street Law and ask your questions directly!
What You’ll Learn
Key Considerations Entering Due Diligence
// Sellers should consider components such as confidentiality agreements, access to facilities and personnel, and potential documentation before entering due diligence.
Timeline for Due Diligence
// It is important that sellers review questions and documentation with attorneys prior to putting the business up for sale.
Maintaining Deal Momentum
// Sellers should prepare to answer many questions thoroughly and in a timely manner. Efficient responses cultivate trust and allow the transaction to close cleanly.
Due Diligence on Buyers
It is necessary for sellers to check in on the buyer’s organizational documents, business owners, assets, and more to ensure that the buyer is the right fit for your business.
Episode Highlights:
[00:00] Introduction to Dealmaking with Laura DiFrancesco
[01:56] Key Considerations entering Due DIlligence
[05:33] Timeline for Due Diligence
[09:35] Dean Street Law
[10:39] Preparing for Buyer Questions
[13:09] Maintaining Deal Momentum
[14:32] Due Diligence on Buyers
[19:41] Outro
Resources Mentioned
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
Schedule your complimentary consultation with Dean Street Law today!
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Jules Bernardo
Associate Producer // Jules Bernardo
#duedilligence #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance
Buying and selling a business can get pretty complicated. It’s not always easy to understand which fees come from where in these transactions.
In today’s episode of the Dealmaking with Laura DiFrancesco Podcast, Laura highlights the various legal fees that are involved in a typical M&A transaction. She goes over the importance of understanding the different fee structures including hourly, fixed, success, and hybrid pricing. Laura also discusses the importance of legal counsel and the factors that can influence legal fees like the scope of work and the complexity of the deal. Closing over 10 billion dollars worth of deals, Laura highlights the importance of experience when dealing in an M&A transaction.
Let us know what you think about this episode in the comments below!
What You’ll Learn
What are the legal fees of buying or selling a business?
// Laura discusses and defines the various different fees that a lawyer charges in a transaction. Including, hourly fees, fixed fees, deal based prices, success fee type of pricing, and hybrid models
What can impact legal fees?
// What are the variables that directly impact the price of legal fees in a translation? The size of deal, stock purchase vs asset purchase, scope of due diligence, amount of negotiations, post closing support.
What is legal council?
// Legal council will show you the risk, benefits, and the importance of the client making the final call. Lawyers do not always kill the deal! It is important to know your lawyer is experienced in the field you need!
What are the actual numbers in legal fees?
// What you get is what you paid for- know the experience of you legal team; You cannot get a deal done in $5,000 with just a purchase agreement!
Episode Highlights:
[00:00] Intro
[02:19] Legals Fees
[08:00] Dean Street Law
[08:58] Factors that will impact legal fee
[10:37] What to expect during legal council
[12:33] How does DSL structure these fees?
[17:54} Acquisition Insights
[18:55] The Numbers for Buying a Business
[20:39] Outro
Resources Mentioned
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
Schedule your complimentary consultation with Dean Street Law today!
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Teagan Rowland
#legalfees #money #buyingabusiness #legalcouncil #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance
Mistakes are inevitable when beginning to navigate the world of mergers and acquisitions. However, as someone who is experienced in both law and business, Laura DiFrancesco offers a few mistakes that can be avoided when buying a small business. You cannot view business transactions similarly to other transactions, as there are many additional elements to consider: the transfer of operations and key employees, maintaining finances, gathering bank information and other logins, and more. It is important to note, that this cannot be done using one generic template. Every transaction is unique and takes proper diligence to guarantee a smooth transition.
What You’ll Learn
You cannot use a template to acquire a business.
// There is not one specific template that works for every business transaction; they need to be customized based on the transaction’s condition.
You have to understand business operations.
// M&As function differently than other transactions. You have to be aware of ownership consent, transition of bank information, accounts payable and receivable, logins, and more!
Do not overpay for the business.
// Although it is a rare occurrence, you want to be sure that you thoroughly consider your working capital, credit, accounts receivable, etc. so that your business can stay afloat.
You have to have a proper integration plan.
// A business will not transition smoothly if there are discrepancies within the directors, officers, and employees; as well as the ownerships of keys, accounts, passwords, stocks.
Consider the human element of the transition.
// Understand the key employees and establish an employment agreement, incentive, alignment, and contracts to guarantee well-running operations post-close.
You have to be aware of the time commitment.
// The due-dilligence time period takes time and attention, and it is important to stay on top of the work so that the deal can close in a timely manner.
Episode Highlights:
[00:00] Introduction to Dealmaking with Laura DiFrancesco
[01:17] Resources for Navigating A Business Transaction
[03:23] First Mistake - Relying on a Template
[09:36] Dean Street Law
[10:34] Second Mistake - Not Understanding Business Operations
[14:31] Third Mistake - Overpaying for the Business
[17:21] Fourth Mistake - Lack of an Integration Plan
[19:15] Acquisition Insights
[20:14] Fifth Mistake - Ignoring the Human Element
[21:26] Sixth Mistake - Not Understanding the Time Commitment
[24:27] Outro
Resources Mentioned
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
Schedule your complimentary consultation today
The Entrepreneurship Through Acquisition Book will be available soon for pre-order on Amazon.
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Jules Bernardo
Associate Producer // Jules Bernardo
#mistakestoavoid #mistakesinmanda #entrepreneurship #buyingasmallbusiness #smallbusiness #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts
Welcome to Episode 19 of Dealmaking with Laura DiFrancesco! Buying or selling a business isn’t as simple as shaking hands and signing a check. In this episode, Laura unpacks the complexities of membership interest purchases in mergers and acquisitions. She particularly focuses on the differences between corporations and limited liability companies (LLCs). The discussion highlights the importance of understanding state-specific laws, the nuances of ownership transfers, and the critical role of due diligence and governance provisions. Laura emphasizes the need for legal counsel throughout the process and outlines the various considerations that must be addressed pre- and post-closing to protect all parties involved. Whether you’re a first-time buyer or a seasoned dealmaker, if you’re in the world of M&A, this episode is your guide to avoiding missteps and ensuring a smooth transition of ownership.
What You’ll Learn
The Differences Between Membership Interest and Stock Purchases
// Learn how membership interest purchases differ from stock purchases and why the correct terminology matters in M&A transactions.
State Laws and Their Impact on Ownership Transfers
// Understand how different states regulate LLC and corporation ownership transfers and why compliance with these laws is essential.
Governance and Voting Rights in Membership Interest Purchases// Explore how economic rights, management control, and voting structures impact ownership transitions in LLCs.
Pre- and Post-Closing Steps for a Smooth Transition// Learn the essential legal and financial steps required to finalize the transfer, including document approvals, resignations, and tax considerations.
How to Navigate LLC Operating Agreements
// Understand why LLCs have more flexibility than corporations and how their operating agreements dictate ownership, decision-making, and control.
Episode Highlights:
[00:00] Introduction
[01:16] What Is a Membership Interest Purchase?
[03:32] How LLCs Differ from Corporations in Ownership Transfers
[06:12] Economic vs Management rights
[08:32] Deal Street Law Ad
[11:02] Transfer Restrictions That Impact the Deal
[12:31] The Role of Governance Documents in Ownership Transfers
[14:09] Legal Foundations Ad
[15:00] Importance Things to Consider in of Due Diligence
[18:34] Outro
Resources Mentioned
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
To schedule a complimentary consultation click HERE
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visitdeanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Ariel Yu
Associate Producer // Ariel Yu
#LLCownership #membershipinterest #ownershiptransfer #buyingabusiness #sellingabusiness #transactionlaw #legalcounsel #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance
Welcome back to Dealmaking with Laura DiFrancesco. In any business, employees are one of the most crucial parts on the way to success. This episode focuses on the critical aspects of employee transition during mergers and acquisitions. Laura discusses the differences between stock and asset purchases, the importance of employee retention strategies, and the legal considerations involved in these transitions. She also emphasizes the need for clear communication between buyers and sellers, the significance of understanding company culture, and the necessity of compliance with employment laws. The episode provides valuable insights for both buyers and sellers to secure a smooth transition and successful integration of employees post-acquisition.
What You’ll Learn
Stock vs. Asset Purchases
// Understand the key differences between stock and asset purchases and how each affects employee transitions, contracts, and benefits.
Employee Retention Strategies
// Learn how buyers and sellers can align interests through retention bonuses, employment agreements, and early-stage planning.
Legal Considerations in Employee Transitions
// Explore key employment laws, union agreements, and compliance factors that impact workforce transitions during M&A deals.
Managing Company Culture Post-Acquisition
// Discover best practices for assessing and integrating company culture while avoiding common mistakes in leadership transitions.
Incentive Plans and Compensation Structures
// Compare different approaches to employee incentives, including bonuses, phantom equity, and stock options, and understand what works best for retention.
Episode Highlights:
[00:00] Introduction to Dealmaking with Laura DiFrancesco
[01:35] The Importance of Employees for Both Buyers and Sellers
[02:29] Differences between Stock and Asset Purchase
[04:25] Negotiating Employee Terms in the LOI Stage
[06:18] Legal Considerations and Employment Law Compliance
[08:05] Acquisition Insights Ad
[09:05] When and How to Communicate the Sale to Employees
[13:30] Managing Company Culture During Integration
[18:43] Dean Street Law Ad
[20:12] Right-Sizing Employment Agreements
[21:55] Equity vs. Bonus Incentives for Employees
[25:02] Outro
Resources Mentioned
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
To schedule a complimentary consultation click HERE
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Ariel Yu
Associate Producer // Ariel Yu
#dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance #employeetransition #employmentlaw #retentionstrategies #companyculture #workforcemanagement #laborlaws #corporateleadership #businessgrowth
Welcome back to Dealmaking with Laura DiFrancesco. Laura gets asks so many questions in her consultation calls- most of which are asked over and over again.So, Laura decided to make a whole podcast episode going over the most asked questions in a consultation call. She discusses how to structure a transaction when a licensed business is involved, dissects a variety of licenses, explaining which professions and states are more regulated than others, and provides actions to take in order to obtain license as diligently as possible and understanding the timelines for acquiring different licenses. Whether the license is being transitioned from the business, owner, or employee, Laura imparts a variety of strategies for ensuring a smooth transition of licenses during the transaction.
Still have questions? Click the linkhere to schedule a complimentary consultation call with Dean Street Law to get all your questions answered!
What You’ll Learn
Specifics of Licenses
// Learn the different types of licenses that a business may need, which professions are more regulated than others, and which states are more regulated than others.
How License Can Affect the Timeline of the Transaction
// Understand the implications of different licenses and the proper steps to take towards obtaining a license in a timely manner.
Considerations When Transitioning Ownership of License
// Compare strategies for transitioning licenses that guarantee at least one license holder at all times, such as put options, owner licenses, and key employee obligations.
Episode Highlights:
[00:00] Introduction to Dealmaking with Laura DiFrancesco
[03:17] Specifics of Licensed Businesses
[06:36] How License Will Impact Transaction Timeline
[10:10] Dean Street Law Ad
[11:08] Who Should Hold the License
[13:40] Considerations to Take When Transitioning a License
[17:25] Creating a Mutually Beneficial Transition for Buyer and Seller
[20:48] Acquisition Insights Ad
[21:47] Creating a Pre-LOI and Due Diligence Plan
[26:02] Outro
Resources Mentioned
For free legal guides and resources clickHERE.
Unlock your legal roadmap withAcquisitions Insights
To schedule a complimentary consultation clickHERE
Connect with Us
Follow on Twitter:@LMDiFrancesco
Follow on Instagram:@lauramdifrancesco and@deanstreetlaw
Connect on LinkedIn:linkedin.com/in/lauradifrancesco
Connect on SearchFunder:https://www.searchfunder.com/profile/laura-difrancesco
Schedule your consultation call:https://www.deanstreetlaw.com/potential-client-questionnaire
Our Sister Brands
FollowFlourish Coworking Space on Instagram:@flourishwestchester
FollowEthereal Farms on Instagram:@etherealfarms
Check out my other podcastWe Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host //Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Jules Bernardo and Teagan Rowland
Associate Producer // Jules Bernardo
#licensedbusiness #transitioninglicense #statespecificlicense #obtaininglicense #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance
Welcome back to Dealmaking with Laura DiFrancesco! In this episode, Laura discusses how buyer’s can approach a deal when there’s real estate in M&A transactions. Remember, just because the property is being leased does not mean that real estate is not involved in the transaction! Laura highlights the different implications of leased versus purchased real estate, and the proper steps to take in order to facilitate a smooth transition of ownership. She offers tips towards creating growth-based goals, analyzing a lease, and negotiating rent and responsibilities. Most importantly, she emphasizes the importance of figuring these terms out sooner rather than later, as real estate can play a pivotal role in the overall transaction.
What You’ll Learn
Leased versus Purchased Real Estate
// Understand the implications of whether the business property is leased versus owned and considerations to make in either situation.
Creating a Plan for Real Estate
// Discuss real estate with attorneys, lenders and investors early on to figure out what you are able to afford and negotiate.
Analyzing a Lease
// Compare your business needs, such as flexibility, growth, and location, with the terms of the lease to determine whether the lease is acceptable, needs to be renegotiated, or real estate ownership is right for your business.
Negotiating Rent and Responsibilities for Lease
// Discuss rent as soon as possible as well as whose job it is to maintain property, such as the roof, HVAC, etc.
Ownership Analysis
// Understand legal options that allow you to buy the property in the future, such as right of first refusal, right of first offer, and lease with an option to purchase.
Legal Implications
// Learn how decisions with respect to the real estate will affect your overall transaction, such as legal scope of work, timeline, and cost.
Episode Highlights:
[00:00] Introduction to Real Estate in Business Acquisition
[03:30] Leased versus Purchased Real Estate
[07:34] Negotiating Rent with the Seller
[09:43] Creating a Real Estate Plan
[12:18] Dean Street Law Ad
[13:16] Analyzing a Lease
[15:24] Negotiating Rent and Responsibilities
[18:54] Dean Street Law Resources
[20:40] Ownership Analysis
[25:53] Considerations for Purchasing Real Estate
[29:08] Acquisition Insights
[30:06] Legal Implications of Real Estate
[33:16] Environmental Inspection
[39:28] Outro
Resources Mentioned
For free legal guides and resources click HERE.
Unlock your legal roadmap to success with Acquisitions Insights
Connect with Us
Follow on Twitter: @LMDiFrancesco
Follow on Instagram: @lauramdifrancesco and @deanstreetlaw
Connect on LinkedIn: linkedin.com/in/lauradifrancesco
Connect on SearchFunder: https://www.searchfunder.com/profile/laura-difrancesco
Schedule your consultation call: https://www.deanstreetlaw.com/potential-client-questionnaire
Our Sister Brands
Follow Flourish Coworking Space on Instagram: @flourishwestchester
Follow Ethereal Farms on Instagram: @etherealfarms
Check out my other podcast We Grow Together on Spotify and Apple Music
Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.
Follow, rate, and review to help us reach more aspiring dealmakers like you!
Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Jules Bernardo and Teagan Rowland
Associate Producer // Jules Bernardo
#realestate #leaseterms #negotiatingrent #rent #purchasingrealestate #leaseversuspurchasing #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance