How Was I Supposed To Know That?
How Was I Supposed to Know That? is a business podcast hosted by Bernard A. Williams that helps entrepreneurs and business leaders avoid costly mistakes by learning from experienced professionals. Each episode explores legal, financial, operational, and growth-related topics through candid conversations, practical advice, and real-world lessons that every business owner wishes they had known sooner.
How Was I Supposed To Know That?
M&A Contracts Made Simple
Use Left/Right to seek, Home/End to jump to start or end. Hold shift to jump forward or backward.
Most founders think selling a company is about agreeing on a price. Then the documents show up, and suddenly the deal feels like a maze of acronyms, redlines, and “standard” clauses that don’t feel standard at all. We sit down with attorney Jon Thielen, partner at Company Council, to translate the legal side of mergers and acquisitions into clear, practical steps you can actually use as a buyer or seller.
We walk through the M&A process from the first real document, the letter of intent (LOI), through due diligence and into the purchase agreement that ultimately governs the transaction. You’ll hear what typically belongs in an LOI, how exclusivity periods and confidentiality can become binding early, and what “redlining” really means when lawyers start negotiating language. We also talk about how to protect sensitive financial data during a small business sale, including limiting access and using secure document portals.
Then we get specific about the contracts that decide who owns what and who pays when something goes wrong: asset purchase agreement versus stock purchase agreement, representations and warranties, disclosure schedules, assignment and assumption agreements for key contracts and leases, purchase price allocation for tax purposes, and indemnification provisions that allocate post-closing risk. We also cover common add-on documents like promissory notes for seller financing and employment agreements when the seller stays on during a transition period.
If you’re preparing for a business acquisition, planning an exit, or just trying to understand M&A contracts without the legal fog, this conversation will save you time and stress. Subscribe, share this with a founder who’s heading toward a deal, and leave a review with the one contract question you want us to tackle next.
Welcome And Today’s Focus
SPEAKER_01Hi, and welcome to How is I supposed to know that? This is a podcast about the joys and pains of running and scaling a small business and the lessons learned along the way. Uh, we've been talking recently about uh mergers and acquisitions and all the steps and all the stuff that's involved in either buying or selling a company. Uh and today we're gonna be talking about contracts. And I am thrilled to be joined again today by my partner at Company Council, uh John Thielen. Welcome, John. Thank you, Bernard. Good to be back. Really good to have you here. Uh for people that are listening for the first time today, uh, why don't you tell the audience a little bit about yourself and and and and what you do at company council?
SPEAKER_00Sure. Yeah, so I'm an attorney uh partner at company council, been working with company council for coming up on our our 10-year anniversary, which is super exciting. And uh my role as a partner at Company Council is to uh oversee some of the other attorneys on the team, uh manage client relationships, develop new business and network. Um, and then specifically within providing legal services, I do a lot as it relates to to MA mergers and acquisitions, like we'll be talking about today. Do a lot of contract drafting and reviewing and negotiating for our business clients and uh work a lot really closely with our fractional general counsel clients as well.
SPEAKER_01That sounds great. Um, and I and I can vouch uh from the fact that he does do all of all of those things. Uh so far so he has been accurate so far. Yeah. Thank you. So let's dig back a little bit more into the the MA process. Um obviously you're an attorney uh and uh and and a lot of what you you do in a day-to-day is representing clients through the MA process uh again. So maybe it makes sense to start with a brief overview of what that process looks like uh uh on a high level from start to finish.
SPEAKER_00Sure. Yeah, so it it it varies obviously depending on the the type of MA transaction, whether it's buy side or sell side, whether it's a an asset sale or a stock sale. Um there's a lot of a lot of different directions that it could take, but at a high level, it's really about you know a buyer and seller coming together to um that have a mutual interest in in getting a deal done, right? Um, and then starting to take the steps towards moving that from a conversation where where the buyer wants to buy the business to something more definitive, and and that's usually memorialized in some sort of letter of intent that that kind of gets the parties on the same page in writing and and is a really important first step. And then from the letter of intent is really when the parties start to to dig in and and do a lot more uh a lot more work as it relates to getting the deal done. So that includes some some due diligence, which I know we we talked about on the other podcast. Uh, there's a lot that goes into that due diligence process. It's it's getting a formal, more formal agreement in place uh that that really defines the terms that the LOI kind of set out. And um, again, there's there's a lot of different uh complexities that that could come into play depending on the nature of the deal. But ultimately it's it's usually about a 60-day period or so from kind of when that due diligence starts to when hopefully that deal closes. And uh there's a lot that can happen in between. But uh I would say for for most transactions, that's kind of what the legal process looks like in a nutshell.
The Letter Of Intent Basics
SPEAKER_01Okay. So let's go back to the process again. And I'd like to focus on on the documents that are involved, the the contracts. Right. So what is so let me let me pan a scenario for you. Uh let's say that I've been running my company for it's a service-based company, and I've I've been running it for years, let's say 10 years. Uh I've got clean books, uh, I know what my company is worth. Uh, I've reached a point where I'm ready to sell, uh, and I've got a buyer lined up. Uh and I'm and I'm talking to you. Uh so my question for you is what's the the first, what's the next step in the process? How do we get the ball rolling? And what what what's the first contract that we're gonna need to be ready to produce?
SPEAKER_00Sure. Yeah, that's a that's a good opportunity for us to get involved. And and usually it is that letter of intent. So it's you know, in that scenario, again, you've it sounds like as the business owner, you've done some some good work up front to make sure that the financials are clean, understand what your valuation looks like, and and you've been setting yourself up for a sale event. So, you know, that's always really where a lot of the work is done. And that's we love working with clients that that come to us and are already ready. And again, in that scenario, it sounds like a buyer's already involved and you know, there's some sort of agreement on the purchase price. So that would start to be, those are the types of things that get memorialized in that letter of intent that I mentioned. So the letter of intent could usually come from from the buyer. It's it's really, you know, an offer letter of sorts, right? That the buyer's saying, hey, seller, we're really interested in in your business. We like what you've been doing. Um, here are the terms that we'd be feel comfortable um buying the business on. And it would it would have some of the the major terms like the the purchase price, uh, how that purchase price is gonna be structured. Is it is it a lump sum or is it payments over time or some combination? Um, are there lease agreements involved that we need to look at? Is there gonna be an SBA funding, you know, SBA loan involved that we need to we need to make sure we address? Um and when is the deal gonna close, right? How long is that due diligence period gonna be? What what what sorts of things are gonna be expected during due diligence and ultimately when do we want to get the deal done? Those are the types of things that would would typically go in the letter of intent. And again, that usually will come from buyer and gets it gets presented to seller. And then depending on whether one or both sides have attorneys involved, uh, there's usually some some back and forth negotiation on that letter of intent. So even though a lot of the terms have been agreed to at that point, there's usually going to be again some some negotiation, some redlining on the letter of intent until both parties are are comfortable and and we'll we'll sign that and then it can kind of move on to the next step in the process.
SPEAKER_01Okay, so a couple of questions. First, uh terminology. You you mentioned redlining. Uh, can you explain what that means in this context?
SPEAKER_00Yeah, sure. So redlining is is essentially taking the existing document and proposing changes. So um often in in you know the changes are done in Microsoft Word, and there's a feature called called track changes. So if if one of the attorneys is is redlining the document, it usually means they're they're taking the document that the other side had, they're they're redlining it or proposing changes to the document and then sending it back to the other side so that the other side can see here's the document that we originally had, here are the changes that are redlined and proposed by the other side, and then they can go through and and and kind of accept or reject the changes that they want that they want to accept or reject.
SPEAKER_01Okay, so so redlining refers to marking up the document or essentially editing it or revising it uh to change certain words or terms so that they are more favorable for for your side. Exactly. Yep, and that's a negotiation process. Exactly. Yeah, so what so so when you are reviewing the the LOI on behalf of your client, uh uh, and again, you're representing seller in this in this story, what kinds of things are you looking for uh that that that may be negotiable? What are the pitfalls that you are that you're searching for that LOI?
SPEAKER_00Sure. So there's there's kind of a blend of the legal aspects and then more business aspects, right? So the legal aspects are obviously where we can come in and and kind of provide our our our knowledge and expertise to make sure that the legal terms are are favorable to our client. Um so that'll be looking at things like what are some of the representations and warranties being made in the letter of intent, right? So reps and warranties are are typically gonna be made as it relates to the the assets that are being sold or what liabilities the business has or the financial information that's that's been provided. There were there's gonna be some some representations and warranties that that the sides are gonna have to make in that letter of intent. And that's something that um the wording should be you know really looked at carefully by the attorney and and and is typically something that's negotiated. Um and then you kind of look at maybe more some of the business terms. So the business terms could be, again, the the purchase price, right? The the structure of how the purchase price is gonna be paid out, the closing date. Those are things that uh an attorney can can certainly give advice on and have input on, but ultimately those things are um the decision of the buyer seller to make sure that the the business terms align with with what their understanding is. So those are the types of things that we're gonna look at from from both a legal standpoint and and also a business standpoint to make sure the uh the client is comfortable.
SPEAKER_01So so it sounds like it's part it's legal issue spotting and and identifying things on the legal side that can be improved upon. But it sounds like it's also just an overall review of uh of the LOI uh to point out things and to flag things, even even on the business side that the client should be with.
SPEAKER_00Correct. Yep, yeah, it's both. So it's it's a uh really a joint effort and and even even more so, you could have other professionals that are involved. So uh most commonly there there might be CPAs, tax advisors. Um, if there was a formal valuation done, it could be an actual valuation you know, specialist. Uh there could be financial advisors involved. So the the idea is that you know, if if you're if you're set up well, you've you've got kind of all those advisors and they're all working together and and making sure that they're staying in their lane and protecting your best interests. And oftentimes as as the attorneys, we can kind of help help quarterback that situation and and make sure that, again, if there's something that's more of a tax question, we we advise the client to to check with their CPA and make sure that they understand what the tax allocation is. Um so other
Exclusivity And Confidentiality Controls
SPEAKER_00professionals can be can be involved in that conversation as well.
SPEAKER_01Okay, so um so continuing to look at the LOI. Uh you talked about some of the terms and elements that they should be in the letter. Uh what about things like an exclusivity period? Uh is is that something that that's that it's common uh in deals like this? And if so, is is the LOI the place to put that or would it go somewhere else?
SPEAKER_00It is, yeah, it's it's a good point. Um so an exclusivity period is essentially the period where uh both parties want to be exclusive to the other as it relates to the deal, right? So up until that point, it could be that sellers listening to different offers from different buyers, or um the flip side buyer could be looking at at purchasing multiple different businesses at the same time. If there's a exclusivity provision in the letter of intent, what that does is it it partially shows commitment of the parties that they're they're they're serious about the deal. They want to make sure there's a period of time where if I'm the buyer and I've I've made a really good offer to the seller that you're not gonna field um other offers during that time that were that were under um under the letter of intent. You know, so so that's something that letter of intents are they're often non-binding. So what that means is some of the terms aren't really binding on the parties until an actual formal purchase agreement is is signed. But there's usually going to be some language in there that certain terms in the LOI are gonna be binding as soon as they're signed. And one of those would be would be the exclusivity period. So that's that's important. Not every deal has it, but um, oftentimes, if there is an exclusivity period, there could also be a deposit that's paid as well, just to show again that that the parties are serious, the the buyer's serious, here's a good faith deposit, and and as a result of you accepting this deposit, I want to make sure you're you're not gonna talk to other buyers during this time.
SPEAKER_01And how do the parties handle confidentiality at this stage of the process? Uh imagine that you know somebody that selling their company uh uh is gonna be there's data, uh there's uh there's personal information, there's you know financial records, there's a lot, there's a lot of things that are important uh to disclose as part of a sale that you still want to put out there for the world to see. Uh handle confidentiality and making sure that that the things that are meant to stay private remain private.
SPEAKER_00Yeah, it's a it can be a challenge. I mean, uh confidentiality language should certainly be in in all the documents, the letter of intent, the uh the formal purchase agreement. So having well-drafted language, confidentiality language in that in those in those documents is important. But uh more so than that, it's it's making sure that to the extent that you can uh control who's who's actually seeing that that information that's being disclosed, that's that's really just as important because again, at the end of the day, it's great to have strong confidentiality language in the agreement, but um you know you you want to make sure that when that information is being shared, it's it's only being shared with with who it should be shared with. So there's usually going to be some exceptions, right? Uh it's it's expected that parties are gonna share financial information with their attorneys or their their accountants to make sure they're they're understanding again, kind of what the impacts are from a legal and tax standpoint. But uh, you know, you want to make sure that that that language is really strong. And then to the extent you can you can keep the parties involved on on email correspondence and um you know things of that nature where you're limiting the parties who are are actually on those emails, that's that's really important as well. It's also important to have some sort of central you know repository of of those documents, and again, to make sure that that's that's confidential and that only certain people can access that. So oftentimes we'll see secure portals that are are set up for due diligence, and um that's where the sensitive financial information is gonna live, and only certain people can access that.
SPEAKER_01So a moment ago you mentioned purchase agreements. Um purchase agreements are are a distinct document or type of document from an LOI. Can you explain a little bit about what the difference is and uh and really what the difference is between a purchase agreement and and and the LOI that you already know?
SPEAKER_00Yeah, so I mean the big difference is the purchase agreement finalizes the terms that have kind of been outlined in the LOI. So think of the LOI more as the you know, the the proposal here are what the parties generally uh agree on, and here's what we want the deal to look like. But uh again, not all the terms are are non-binding, or not all the terms are binding rather, until the formal purchase agreement is is signed. So that formal purchase agreement is is gonna take the kind of the skeleton that's been set out in the LOI, but it's gonna flesh it out in a lot more detail. It's gonna have really a lot more comprehensive language than the letter of intent is gonna have around representations and warranties and uh you know indemnification provisions and contingencies. So those sorts of things are are going to be spelled out in a lot more detail in the purchase agreement. And again, whereas the LOI is is non-binding in a lot of respects, that purchase agreement, once, once it's signed, is is really the binding governing document for the for the deal. And certainly there can be amendments and addendums and things of that nature that are are are agreed to later, but that purchase agreement is is really the the binding document for the parties for for the entire deal.
SPEAKER_01So so that's when you really mean it.
SPEAKER_00When you really mean so that's that's what it really is. Yeah.
SPEAKER_01So if someone were to uh do a Google search, uh they would likely find terms that purchase agreement, that purchase agreement. Uh can you explain
Asset Sale Versus Stock Sale
SPEAKER_01what the difference is between the two? And when you would use one versus the other?
SPEAKER_00Sure. So they're at a high level, those are the two kind of main types of deals. A uh an asset purchase or an asset purchase agreement would be when the buyer is really buying specific assets of the seller's business. So oftentimes in that scenario, the buyer will set up a new legal entity, their own LLC that they just set up, for example. And really what they're buying are certain assets from the seller's business. So that could be a it could be goodwill, you know, the customer list. It could be actual asset, you know, hard assets like equipment. Um, but it's it's the buyer taking this kind of brand new legal entity typically, buying assets um from the from the seller's business for for a defined purchase price. Uh on the on the flip side, uh you hear like an equity purchase or a or a stock purchase is that's really when it's a change in ownership of the actual legal entity. So rather than the buyer again setting up a new legal entity and and buying those assets, the the buyer is becoming the the legal owner, um, could be a member if it's an LLC or uh a shareholder if it's a corporation. They're actually taking over the seller's legal entity and and everything that comes with it typically. So there's pros and cons to to both. Um but but that's kind of the high-level difference between an asset purchase and uh and an equity purchase.
SPEAKER_01And why might a seller prefer one over the other?
SPEAKER_00A seller might prefer one over the other because um it a lot of it depends on on the liabilities, right? So if there are liabilities associated with the business and it's structured as a stock sale, then unless they're excluded and specifically excluded in the in the sale agreement, the the buyer is going to be taking over those those liabilities. So it could be that um, you know, there's a uh there's a loan that the business has, or it could be that um, you know, there's there's there's a line of credit, right? That's that's open for the business. The the seller typically in a in a stock sale is because they're they're selling the legal entity, they're selling the the assets and liabilities that are associated with that. So uh a seller could prefer a stock sale if the buyer um is is gonna be the one assuming those assuming those liabilities. And obviously those are things that that have to be disclosed and um the purchase price would would would be adjusted accordingly. So um, but it it could be advantageous for for the buyer as well in in some scenarios to actually take on those those liabilities and set it up as a stock sale.
SPEAKER_01So uh whether it's an asset sale or or stock slash equity sale, are are the mechanics of the process the same or or or how do how the how do the mechanics different?
SPEAKER_00Somewhat. Um the the main steps that I outlined as it relates to the letter of intent, the formal purchase agreement, due diligence, a closing date, those are are pretty much gonna be the same for for both transactions. But um the the specifics of the agreement, you know, that the type of agreement is gonna be a little bit different. So again, an asset purchase agreement is is gonna be different than an equity purchase agreement. Um, so those are are some things that are mechanically different.
SPEAKER_01There's also going to be Could I just Could I just cut and paste, right? Like find and replace anywhere where it says stock, replace that with asset and call it a day.
SPEAKER_00You could try. Yeah, you you could try and see see how it goes. Um so there's there's definitely more to it than that. I mean, part of it is again the because there's an actual change in in ownership of the the business in a in a stock sales scenario, there's also amendments that that need to be filed with the state and with the IRS and um with with the bank. So it's not again, from a buyer standpoint, oftentimes it's cleaner to do that that asset purchase because you're saying up this brand new legal entity, it's clean, you're just taking over some of the seller's um assets. But in that, again, in that in that equity example, a lot more typically needs to be done on the back end to make sure that uh amendments are filed, you're removing the seller from the bank account, you're you're changing the the name associated with the EIN or the owner on the state. So those are things that you might not you might not think about if you're just cutting and pasting and um you know doing doing a chat GPT changes to the contract. So I see.
SPEAKER_01Um so let's get back to the purchase agreement. I I'm I'm I'm wondering if you could outline for the listeners what some of the major components are uh of the the purchase agreement. Uh what are some of the things that uh that we should be looking for as we are uh as business people reviewing the contract?
SPEAKER_00Yeah, so uh some of what we talked about already, rep representations and warranties are going to be important. And again, that's really disclosure on on what the assets are being what assets are being sold, what what liabilities and debts are being sold and disclosed. Um so that's that's really important. The purchase price allocation is something. So we talked about the actual purchase price itself. Uh purchase price allocation refers to how the purchase price is allocated for tax purposes. So that's something that again, we'd we'd recommend looping in your your CPA on. But um that's something that that people often overlook, is especially if it's an asset sale and um there's different types of assets being purchased. Again, there might be goodwill, there might be uh certain equipment. If you can those can have different um purchase, the purchase price can be allocated in different amounts towards those different assets, and and that can have different tax implications. So that's that's a really important term and and and concept to to look at with your CPA in the purchase agreement. Um outside of that, there's again some of the post closing um amendments to look at. I think those are often overlooked, making sure that when the deal is done, um the deal's Not always done at closing, right? That certain amendments might need to be filed to protect the parties post-closing. And another big one is indemnification. So I know that's a term not everyone's familiar with. Indemnification is basically if something happens and there's some sort of claim or lawsuit or damages, typically after the deal is done, who's going to be responsible for covering the costs associated with that? So we've we've seen some examples before where a company will buy assets and you know, maybe it's a coffee company, right? The coffee company buys buys this existing coffee business that's got a coffee roaster that is is their main piece of equipment and drives all the operations. And then uh and they they pay a lot of money for that in addition to everything else with the business. And then the day after closing, that um that coffee roaster breaks, right? So who's responsible for for paying for the repairs or or buying a new coffee roaster? That's where like indemnification provisions are are going to be really important of who bears that risk of loss, who pays for these things post-closing. Um, was it something that the seller maybe knew about and didn't disclose, or was it just bad luck? So that's something that uh again is is not always paid enough enough detail to.
SPEAKER_01Um, what about disclosure schedules?
Disclosures And Contract Transfers
SPEAKER_01Um can you define the term and and and and talk about how disclosure schedules fit into the the the purchase agreement or how how they work along with the purchase agreement, I should say?
SPEAKER_00Sure. So disclosure schedules are they're basically exhibits, oftentimes exhibits to the to the agreement itself. So kind of the sale agreement is again all the legal terms that that we talked about for the deal. Uh disclosure schedules tie into to due diligence. And what they do is they they spell out um certain things that are are being disclosed in the agreement itself. So if the the if the seller has uh contracts with their with their suppliers, right, that would be something that that comes out during due diligence, but you would also want reference in the agreement. And there might be a reference to a disclosure schedule that says uh disclosure schedule 2B contains all the the vendor agreements that that the seller has. And then at the end of the document, there would be that disclosure schedule as an exhibit, and it would it would list those out specifically. So that's a really good way to make sure again that that really everything in due diligence is is being disclosed, and then the buyer can't come back later and say they weren't aware of something because the disclosure schedules um should ideally disclose those those sorts of things.
SPEAKER_01Okay, so so schedule that's got the word schedule in this context, it means list and these are yeah, a list or an exhibit. Yeah, okay. Uh what about um things like assignments uh and assumption agreements? Can you can you talk about that?
SPEAKER_00Sure. Assignments and assumption agreements are for oftentimes for for material contracts, um, making sure that those contracts can be are are being assigned and and assumed by by the buyer. So that's a really important thing that you know we probably talked about during during the due diligence conversation of making sure that contracts, material contracts for the seller, if they're being sold and transferred to the buyer, are able to be assigned over and and uh assumed by by the buyer. So oftentimes there there might need to be a separate assignment and assumption agreement that where both parties to that contract are agreeing that uh that this deal is happening and that the the seller's assigning and um assigning their contracts to the buyer and that the the other party to that contract agrees to it. So we see that oftentimes with with lease agreements. So making sure that again, if you're a buyer and um you're you're taking over a business that has a 10-year lease agreement and you're only three years into that lease, you want to make sure that that lease is going to be able to be assigned from from the seller to the buyer. And oftentimes you'll need to um pretty much always need to get the landlord's consent to to do that. So there might be a separate assignment and assumption agreement where the landlord is saying, uh, I I'm I'm agreeing that the seller is is is assigning the lease to the buyer and that buyer will become the the tenant of the property.
SPEAKER_01Perfect. So so now I understand what assignment means, but I don't know what a material contract is. Uh so can you explain that for that for the audience, please?
SPEAKER_00Sure. A material contract is a contract that's that's material. So uh it's it it can be defined in in the agreement. Um it's not always written that way, that it's a material contract, but the gist of the idea between behind a material contract is uh again a contract that's that's important to um you know that that that's important to the business. So not all contracts, again, in an in an asset sale, might might necessarily be um transferred over to the the buyer, but client agreements and lease lease agreements and uh things of that nature are going to be typically the the material contracts that that are listed out and that are um you know often defined and and referred to in the agreement.
SPEAKER_01So a material contract means an important contract, a key contract.
SPEAKER_00Yeah, that's a good way to define it.
SPEAKER_01Yep. And it doesn't have anything to do with products or materials or anything. Um anything of that.
SPEAKER_00Not necessarily. It could it could. I mean, a material contract could be could be a contract related to materials, but but yeah, more often than not, material contract means important contract.
SPEAKER_01Yeah, I want to understand everybody understands. I want to make sure that everybody understands material means things, different things in different contexts. So when an attorney talks about a material contract, they're not referring to necessarily anything physical or tangible. That's the subject. Yep. Um, so uh another couple of documents that you might see come into play in the MA process. Uh the promissory note uh and the employment agreement. Uh, can you talk a little bit about why those documents would be involved in in the sale of a company and um and what the elements of those documents would be? Sure.
SPEAKER_00Yeah, so a promissory note is similar to you know a loan agreement. So usually that comes into play if there's if the seller is is financing part of the deal. So it could be that uh the purchase price again is is not being paid from the buyer to seller all as a lump sum at closing. It could be that the seller is agreeing to accept that payment over time. So uh in in that situation, you would want you would want a promissory note to make sure that the the the payment terms over time are are are memorialized and that the buyer is going to make those payments over time to the seller. So a promissory note would would come in come up in those situations, and that's that's not uncommon. And then oftentimes relatedly is is an employment agreement for the seller. So again, there uh a lot of times there's a what's called like a post a post-closing transition period where the buyer wants the seller to stay on as an employee for the business for a period of time. Um, and that that helps with the transition. It helps to make sure that it's it's a smooth process and the employee or the seller rather can can lend their lend their expertise as an employee for a period of time post-closing. So that would be a situation where you want to make sure that there's an employment agreement that's that's referenced in the in the in the main agreement and that's attached as an exhibit. And that would basically define what the seller's terms of of employment are going to be post-closing. So, how are they gonna be compensated? How many hours a week are they working? What are their their roles and responsibilities? What happens if if you want to terminate? Is that possible? So those are our two documents that we we definitely see come up.
SPEAKER_01Uh so we've talked about a lot of documents today, uh uh at pretty good depth. Uh the the LOI, the purchase agreement, whether it's a stock purchase agreement or an SAP purchase agreement, uh disclosure schedules, assignments. I other than hiring a great attorney such as yourself, uh, what are some things that a business owner should keep in mind uh as they go throughout this process and and they start getting inundated with the paperwork? Uh what
Getting Help And Next Steps
SPEAKER_01what what suggestions do you have for them to get through it all?
SPEAKER_00Yeah, um definitely trying to again ask for help when help is needed, right? Make sure you're you're talking to your advisors in your network. And if you don't have advisors in your network, then you know talk talk to one that you do have or or get referrals from from people that you know, like and trust. Um and again, what that can do is it it helps everyone stay in their lane and and and give guidance where where where they can give guidance best, so that you don't have to feel like you're you're doing everything as the seller. Um so we again we see deals go really successfully when attorneys are involved and and tax advisors are involved and financial advisors are involved. So again, everyone can can do their part and you know represent their client and and their client's best interest. But again, that the seller or or the buyer doesn't have to doesn't have to do it all themselves. So I think keeping keeping that team or or finding that team, you know, just starting to to have conversations and and try to find those advisors is is really important. And then, you know, a lot of kind of what we've we've talked about to make sure that the the business is is in good health on an ongoing basis. And that can be, again, working with with a law firm like us to make sure that you're not just scrambling at the last minute when you're ready to sell to um to get your ducks in a row. You're you're doing things on an ongoing basis to uh keep the financials clean and keep your governance documents clean and and and do those sorts of things. And again, that's gonna really tee you up better for for a successful sale.
SPEAKER_01And if someone did want to hire you or pick your brain or reach out for a consultation, uh what would be the best way to do that?
SPEAKER_00Yeah, that'd be great. So um I think our our information will be will be provided on the podcast. Um we're company council, uh company council LLC. So www.companycouncil.law, you can uh you can actually set up a consultation right there with with me or one of our other attorneys on um on the website page directly, or you can call us and and set up a consultation that way. Um and we we do free consultations all the time. So we're happy to you know jump on for a half hour. If if you're a business owner, you're looking to buy a business, and again, just kind of talk through the specifics in in more detail and and see what we can do to help. And um, you know, hopefully it it turns into something. But if it's just um, you know, kind of answering some questions, we're always happy to do that as well. So there's a few different ways to get in touch with us, and again, we're always happy to have those conversations.
SPEAKER_01Well, I want to thank you, John, for for being on the podcast today to share your experience and and your wisdom. Uh it's been great. Uh I know you've helped somebody today. Uh thank you again for being here. Thank you for having me. That was great. He's John Thielen. Uh, my name is Bernard Williams with the company counseling, and this has been another episode of How Was I Supposed to Know? Thanks, everyone.