027 | The Need for Speed: M&A deals done fast and done right with Robyn Siers

[00:00:00] Welcome back to another episode of the Vital Strategies Podcast. I’m your host, Patrick Lonergan, and we’re thrilled to have you join us today as we explore the world of mergers and acquisitions and uncover the secrets of speed M& A. In this episode, we have the pleasure of sitting down with the true expert in the field, Robin Sears.
Robin brings a wealth of experience and insights to the show. Specialize in executing M& A transactions with speed, efficiency, and precision. Our conversation today is tailored to high earning entrepreneurs wanting to gain a more detailed understanding around mergers and acquisitions. Together, we’ll explore the strategies and tactics that entrepreneurs can leverage to navigate the fast paced landscape of M& A and unlock rapid growth opportunities for their businesses.
So whether you’re a seasoned entrepreneur looking to expand your portfolio or someday exit your business, this Or a newcomer curious about the world of mergers and acquisitions, you’re in for a treat. Without further ado, [00:01:00] let’s dive into the conversation and uncover the secrets of Speed M& A with Robin Sears.
Robin, I really appreciate you joining us here today. I’m excited to get into this discussion about mergers and acquisitions and sort of all of the law that goes into it. Thank you is stacked up around that we think about our clients as entrepreneurs, everybody sort of has this thought process of eventually selling their business or acquiring their competitors and growing it into something that they can exit someday.
So I think this is going to be very useful to our clients. So thank you very much for joining us. No, absolutely. Thank you for having me, Patrick. Yeah. So I think it’s interesting to just look a little bit at your background, because you’ve got a diverse background in everything from Sort of the technology space to finance, to working at a big law firm.
And you’ve sort of taken all those experiences and wrapped them together into, uh, something that is, I think it’s the speed M& A process, which is the exact opposite of what I think about when attorneys get involved in M& A situation. It seems like that’s where the process slows down. Things move along quickly.
There’s [00:02:00] agreement. Let’s move this forward. And then. And then we get stuck in sort of, uh, contract hell, it seems like, so, yeah. Could you just tell us a little bit about your background and how you got to this point? Yeah, certainly. Yeah. I like to say that, you know, I have this toolkit and I just keep adding to the toolkit so that I can deliver value in whatever area that I’m working in.
So I spent my first 10 years as a product marketer and really got to delve into being an entrepreneur and being on the product side and launching a. com and even getting acquired. So I really felt kind of that end to end experience on the business side, before going to law school, out of law school, I had the great fortune of working at Cooley, a large, fantastic law firm, and really grew up as a lawyer there.
And then about six years or so ago, now I had the opportunity. Working with a group of people that I worked with on the business side to say, what would happen if we [00:03:00] just looked at M& A differently, and I really put my product marketer hat on. Right. And he said, how would I productize the legal side of M and a, and what would it look like if we built playbooks and consistent processes and leverage technology in a world where we aren’t always incentivized financially to be able to operate that way.
So it was sort of a unique opportunity to say, what would it look like if we did it differently? And I even went so far as to say, you know, In the banker world, we see deal managers all the time, right? I mean, when you’re working with a client, there’s, you know, someone who’s running the diligence room and there’s someone who’s sort of handling the administration and more often in the law, we don’t get that, you know, a lot of times we might have a junior lawyer that’s handling that, but otherwise.
In a boutique world like mine, your lawyer is doing all of it. And that costs money, right? [00:04:00] Every minute that I spend on a deal costs money. And we started to say, well, what if we teased all that apart and really looked at it differently? And that is where Speed M& A was born. What I often say is my goal is to transform legal from a cost center into a competitive advantage.
Yeah. So exactly what you said, we were able to say, what if you added a deal manager in the legal part of what was happening and you built these templates and playbooks and leverage technology, So that when you got to the legal part, it actually is what sped up the deal instead of down the deal. Yeah, that’s fantastic.
So can we talk about the playbooks for a second? Cause I think that I love that concept. And I think about systems and processes really create efficiency. So are these things you hand to the client and say, Hey, I need you to execute on some of these pieces, or are these just internal playbooks that you use internally to like.
Keep the process moving [00:05:00] along as quickly as possible. It’s really a combination and it varies whether we’re working on the buy side or the sell side, but you know, you and I share some clients together who like to buy companies. And whenever I’m working with a buyer who ideally is buying sort of three or more companies, that’s where you really start to build out efficiencies.
We are building a curated playbook. For their particular risk profile. And then we’ve actually set up, we’re working with some technology folks out there who are fantastic. I’ll give them a shout out, HiQ and DealCloser and our buy side clients, um, have their own client portal where they’re able to log on and see all of their deals and what their templates are.
We’re able to quickly build LOIs through there. We’re able to have collaborative checklists. So some of what slows us down is literally like emailing a Word document, right? And so in our world, we have a checklist that we’re able to invite the other lawyer to. And so we’re all working in the same [00:06:00] place, signatures, instantly hitting those closing binders.
And so the more that we work together, the more we’re able to develop that playbook. And what is that playbook really about? On one hand, it’s about process. Right. What happens first, second, third and fourth. The other, the next layer is what matters on the diligent side to that client, right? What are they most worried about?
And how are we delivering that information in the fastest way possible so that we can act on it? And then the third level is terms. And so we start to say, okay, we know you’re comfortable with this set of terms. As long as these are the comments we get back, we can instantly make the change. If we get this next set of terms, here’s where we’re going.
A, B and C and this next set. Let’s hop on a call and figure it out. Yep. So the development of the playbook, the baseline is the same, but we end up curating it by client on the cell side were then able to leverage all that experience. So that a seller can get an experienced [00:07:00] lawyer at a fraction of the cost.
A lot of times sellers will use their corporate lawyer that they’ve been using for years. Who’s really great, but maybe doesn’t have as many reps in doing deals at that moment that I have or someone on my team has. And that again allows for sellers to take the same advantage of everything that we’ve built for buyers.
Yeah, that’s fantastic. And I want to just highlight an example of a scenario where we were involved in an M& A deal, you were representing our client, there was a different party being acquired, and it was interesting. We’re trying to solve a problem. And I went back and looked through our email and I found you had identified this problem.
Um, Like very early on in the process, like, Hey, everybody needs to be aware of this. Well, they didn’t double check to make sure that they were okay on that side of things. And it was creating a 2 million tax problem. And I just look at the value of bringing somebody into the equation that. Has the experience has the reps has [00:08:00] been through the ringer has seen the things come through the value of that that ounce of prevention prevents a ton of cure on the back end, you know, like this is a problem we don’t have to solve because it was, you know, I remember being in the meeting with.
You know, it was like the Hollywood squares of zoom, you know, all of these folks hopping in, trying to figure out how we’re going to resolve this issue. And I was like, if somebody just would have listened to Robin a long time ago, we wouldn’t be here. You know, Just listen to Robin sooner. We’d all be better off.
Right. Exactly. Right. So, and I think that leads me to like, The experience that you bring, like there’s so many different areas that we have to be aware of, right? There’s the tax piece and like you highlighted a tax problem. Now, yeah, there’s also the legal contract piece. There’s the negotiation side of things.
It seems like you’ve got experience in, I’ll say a process for all of those different pieces. I’m really impressed how all of that’s sort of come together in one spot. And is that really just from. Spending the time doing these types of transactions. Is [00:09:00] that where all that came from as a good question?
Yeah. I mean, I think that is part of it. And one of the things that’s been really interesting. I mean, I hit the stage in like November, September. I mean, it hasn’t been that long. And yet the amount of tools that have come out in that short period of time. And obviously people have been working on it for a while, but the amount of tools that have gone out in that short period of time are remarkable.
And I’m now hearing from legal colleagues and paralegals of, Oh, AI is going to take my job. And, and I think what’s important is that everything that you just described, AI cannot do, at least not yet. And what we really need to do as lawyers, as advisors is embrace technology. to leverage where it can actually add value in the things that are repeatable, that can be measured and modified and put into processes so [00:10:00] that our true value, which is in our strategic ability to look at multiple parts of the transaction and recognize, as you and I often talk about, That people aren’t rational.
And we have to be right. There needs to be a voice in the room that can help irrational people who are actually rationally irrational, right? These are their babies that they’re selling, right? This is meaningful to them. Or this is a point in the deal where. Employees and customers are being impacted. And so while we have irrational actors, they’re actually being rational in that in the way that they’re acting.
But we have to step in and be able to see the forest from the trees and provide that right strategic guidance. Yeah, absolutely. And I do think that that’s the experience, right? That’s experience you bring to the table, which is why I love sending people to you. That’s the experience that I bring to the table to say, okay, We’re all looking over here, but let’s not miss how this [00:11:00] thing interacts with that tax issue.
Yeah, we really should be paying attention to so use processes leverage technology to get the noise out of the way and make sure that we’re still focusing on where the biggest issues can occur. Absolutely. And I feel like back to your point on AI, AI is really good at spitting out an outcome, right? Like if I ask it a question, it can give me an answer, but who’s asking me the right questions, right?
Like when I think back to your negotiation template, like, Hey, these things, we can move on these things. We can’t like, those are things that AI is not going to spend the time. Asking me and understanding about my situation that are somewhat irrational, like the price might be super valuable to me. I might need a really high price because I need to talk to my friends about it at the country club and I can give away all sorts of other terms where AI might look at that and go, no way, this is a stupid financial decision.
We’re not going to give you a good outcome there. So yeah, I absolutely agree with that. And we think about both the like, you know, there’s the [00:12:00] dollar and cents side of things, but there’s also the like, What’s important to you in your life side of things. And most of our planning comes around trying to get you to what is important in to your life, not necessarily just the best economic answer.
So I love that approach. It’s all about the strategy. Yeah. And the qualitative part, right. What we say is like, what are your dreams and goals? Right. And for me, what’s going to keep you up at night. Yeah. Right. So I say, you know, the banker and Patrick, they’re going to make sure that like. The economics are in the right place and I’m going to make sure that you can sleep at night because that’s where your liabilities are going to live.
Right. Yeah, absolutely. So, cause I think of this. Most entrepreneurs are so tied up in the business. Okay. Like M& A financing, private equity, all these things are like, they’re things they’ve heard about, but they’re not familiar with. When somebody comes to you, A, I want to know when is the good time to engage with you and your firm.
My guess is sooner rather than later. As soon as you start thinking about the process, we should probably [00:13:00] get you plugged in. But like, How do you help clients sort of walk through all of these, I’ll say new arenas that there may be unfamiliar with either on the buy side or the sell side, because they’ve had their head down, like working on the business side for, for quite a while.
And now they’ve got to figure out all these new things. Yeah, definitely. Right. So on the south side, we’re looking at exit planning, and I think that I always say at least a year out from when you’re thinking about it, because we want to make sure that really where your expertise is, because, yes, there are some things we can do right before the deal and right in the deal to help you out from a tax planning point of view, but.
If you could give us a year, there’s a lot more that we can probably get done for you. So I really like to say, you know, at least a year out, if we can start thinking about these things and bringing the right team together, right? That’s the other thing, right? Is when I stepped in, I said, look, I’m going to be a quarterback and I have to know when to run the ball and when to throw the ball.
I have four boys. So you’re going to get a lot of sports analogies from me. [00:14:00] And so it’s about bringing the right team together. But, and at the same time, I always say, We’re not going to spend legal dollars before we need to, so let’s make sure that, you know, who’s in the foxhole with you, that you have the trusted group around you, that you have a timeline of what are the things to clean your house today, get your house in order so that you’re ready.
To hit the ground when the right opportunity shows up. Right. We always say in our household, it’s not just luck. It’s opportunity plus preparation. And that’s really what we’re here for to help on that side. So really on the buy side, even with like, I have a number of clients who’ve never bought businesses before.
And I say, look. If you want to grow your PNL, grow your people or grow your tech, the fastest way to do it is by another company, right? And there’s so many opportunities out there today for seller finance deals for, you know, people think that I need a hundred million dollars before I can buy a company [00:15:00] and that is just not the case.
So it’s really about getting the word out and the education of what are the deal structures that we’re seeing. And how can you really start to think about M& A as a real tool for growth? When you can do it fast and you can do it cost effective on the, it’s interesting on the buy side. Cause we rarely do we see a transaction come together where the seller’s not participating in the financing in some capacity, right?
It’s, and that can look like lots of different things, earn out, you know, a note, something along those lines, because I think most of the time the buyers like. I want you sort of still in this thing. I want to encourage you to make this transition go well. I want to make sure that all of the relationships that you said were there are going to stay there.
And oftentimes we see these, the best deals seem to be win win deals, right? Like the seller gets what they need out of the transaction. Cause a lot of times they’re like, I don’t know if I necessarily want to, I’m tired of grinding in this business, but I don’t know if I want to hang it up completely. [00:16:00] I don’t even know what my life looks like after the fact.
So if I can still play golf with a few of the relationships and that sounds attractive to me. And then the buyer gets some peace of mind, like, okay, cool. I’ve got this set of knowledge that’s going to come with me through this sale that I can, Continue to lean on to make sure that this deal goes well, because it’s awfully scary.
We look at this business when we’re a buyer and we go, okay, I see how it’s performing, but when I apply a bunch of debt to it, you know, like there’s not a whole lot of room in the short term to like have this thing not go well. And so I really need to make sure that we. Are having a smooth transition and that I’m not buying something that’s going to blow up on me here in 12 months or so.
So yeah, that’s good stuff. How about, I think one area that I’m not that familiar with is the private equity side of the equation where I see some of the, a decent sized player buying up a smaller player or equal size player, but a private equity is something that is unfamiliar to me. We’ve got some clients that are exploring it, but not anybody that’s sort of gone through that route.
[00:17:00] Do you get involved in doing deals with private equity, like the large private equity firms? Yeah, quite often. I guess I’m asking more out of my own knowledge. Like, how did those deals come together? You know, is private equity out there looking for a specific type of business and they go, Hey, we’ve identified one.
Let’s approach them and make an offer. We’ve had a client that’s been offered some pretty healthy numbers from private equity. He’s like, I’m not ready to sell yet. I’m going to stay there. How do you seal those deals coming together? Yeah. Yeah. I mean, it’s a combination, right? I mean, there are private equity firms that know what they’re focused on and are looking for deals and they’re looking, you know, they are really happy to get in without any other buyers there.
And so we’re out there working with clients that they’re, they’re sourcing deals directly through their various networks. And then the other one is that, you know, you’re working with a banker and that banker has, A strong group of relationships with the right private equity firms and brings that opportunity to them.
And there are some from the mid [00:18:00] market size and up. And so I think that what’s interesting, you know, when you’re working with private equity is. There are a different set of norms I find than when you’re working more on the strategic kind of mid market or lower market deals. And a lot of on the private equity side that I’m doing with sellers is saying like, you know, you’re getting a strong financial partner here and these are the norms is these are the things that you’re going to give up.
And there is a new sheriff in town and sometimes that new sheriff has a very strong opinion on how things should be done. And sometimes that new sheriff is the type that says, you know how to run your business. You’ve done a great job up till now, like come along the ride with us. But I do find that it’s a very predictable process, which can be very comforting.
One of the things that we do see is reps and warranty insurance used more often in those deals because those deals tend to be. On slightly on higher valuations, you know, if it’s a tuck in deal, it’ll be smaller and then you’re not in that world. [00:19:00] But we, in the last five years, we’re seeing reps and warranty deals, you know, down to even 25 million deals.
If I had one of my brokers on now, he would say he could do 20 million or 15 million, but generally speaking, insurance is going to cost somewhere between 115 during 50, 000. You’re usually around a. 20, 25 million at the lowest end deal before that would make sense, but that really changes dynamics between buyers and sellers also when they’re relying on insurance, there’s more flexibility in other areas.
And, you know, speaking to the, the win of the deal, I always say it’s a good deal when each party walks away feeling like they won something and feeling like they’ve lost something, right? Like it’s never going to be the perfect situation. And in what you’re talking about, when things get really heated, I remind folks that I’m writing the prenup.
Yeah. Right. Like no one ever plans on the divorce and no one likes the time of the prenup, but we have to come [00:20:00] together. We have to think of all the scenarios and make sure that we have a roadmap if, and when something happens that nobody ever expects to happen, but that the day after closing.
Everybody’s really excited to move forward together, you know, and that’s true, whether you have a strategic buyer or you’re working, you know, with a private equity buyer. Yeah, that’s fantastic. So before we hit the record button, we were talking about quality of earnings. I feel like there’s some things that people need to have sort of buttoned up before they’re ready to sell, right?
Like if I can verify the quality of my earnings, it’s so much easier for a buyer to come in and go, yes. All right. Let’s do this transaction versus looking at the books going, what a disaster. I can’t tell heads from tails and what’s going on here. So outside of quality of earnings, what other pieces sort of make a lot of sense for people to, and this could be in part of the like early engagement, Hey, I need to make sure all of my eyes are dotted teaser cross.
What does that list look like? Yeah. What does it mean to get that house in order? And the very first one, it is financial. At the end of the day, [00:21:00] being able to show your numbers and back up your numbers is really important. Whether or not you spend money on a sell side, quality of earnings varies. You know, I am all about not spending money until you need to, but in a lot of cases, it might make sense.
The biggest thing is really making sure that. The numbers, you know, match what’s actually happening or you have a way to describe it, right? You know, I’ve had situations where you look at the quoting system for a client and there’s triple the number of quotes, but it turns out that the way that they quote They do, you know, multiple quotes on a renewal.
And so you’re trying to figure out how did you get from quote to close? So being able to have that in order is really important for folks to be able to look at your EBITDA and say, yeah, Okay, this actually makes sense to me, you know where this is coming from So number one, I always say is your financial house And then the next thing is your contracts and your legal house, right?
Are all of your contracts in one place? Are they all signed? One of the [00:22:00] things that I’ll do with clients early on is give them a sample diligence list and say, go build this and just start putting your contracts in it. Right? Do you have your formation documents? Did you issue your equity the right way?
And I have some clients say, issue what? You know, and hopefully more often than not, they just don’t realize that they signed a document that some great lawyer gave them. But one of the things going into the deal that I always tell a seller is I want the easy stuff to be a checkbox. I want the other side’s legal team, the buyer’s legal team to look through the folders and say, Oh, that’s there.
That’s there. I don’t have to question the rest of this because the moment that it’s not that way, then they go down a rabbit hole that we just don’t want them to go down. So what do we need to do in the financial house to check the box? What do we need to do in the contract’s house to check the box?
What do we need to do in the HR benefits and, you know, employee section to check the box? Because that’s what my ultimate goal [00:23:00] is going into when it comes time to be ready to sell, that we’re spending more time on the things that matter, and we’re not spending a whole lot of time on going down rabbit holes that we don’t want anyone to go down.
And this sort of falls into that, but one of the things that we spend a lot of time, and I’m just curious your perspective on this. So a lot of the tax planning, you know, the business is a great opportunity to do a lot of income tax planning for clients. And so that can lead us into a scenario where, like, oftentimes the way we account for a lot of these things is we’ll have, Income expenses, and then we’ll have other income and other expenses.
And that other expenses column is where we will put a lot of the, we’ll say owner fringe benefit type things. Like my kids are on payroll and here’s my vehicle and here’s, you know, some of these other things. So I imagine if the books are buttoned up nicely, it’s not hard to get some of those ad backs sort of back onto the bottom line.
But yeah, I didn’t know if you had any, you know, Thoughts on that. Like if there’s any best practices that we should be aware of when we’re consulting with our clients on some of these [00:24:00] tax strategy ideas to make sure that we’re at the end of the day, we don’t want to hurt enterprise value. If we save a dollar in income tax, but it cost us 7 of value.
Like that’s, that’s not a good deal. So yeah, I want to make sure that we’re participating in best practices there. Is there anything that you see that like gets. Sellers in trouble when they’re doing some of these, we’ll call them tax strategies that, uh, we need to be aware of. That’s a good question. I was literally just before this conversation on a call about this matter.
And I think that, you know, it is about again, keeping that financial house in order. And so making sure that bank accounts. Properly managed separately. And that money is moving from one bank account to the other and is being tracked, whether it’s via, you know, loans, like a lot of our clients, right. Have more than one company.
And so money moves. Because you have a single owner and so it just feels like it’s all the same. And so one of the things that we do is make sure when money’s moving [00:25:00] That we’re able to track what that is and the way that the money has moved For the purposes of characterizing the taxes and the financial statements of the company So know where your money’s moving manage your bank accounts Properly and separately.
And then think about how you position the value of the company. Right? So if you go to a buyer and you say, I’m worth X, but I didn’t take into account the ad backs that you’re talking about, don’t make it hard for the buyer. That’s my philosophy. Come in and say, and here are the ad backs. Because then we’re not arguing about it later or saying, wait a minute, the multiple was on this X, but it’s actually Y.
And so I think that most people just aren’t mindful about it because we just run our businesses. We’re just trying to get through the day. Right. And so having the right advisors around to piece that apart so that when the buyer shows up or when you’re talking to the buyer, you’re able to separate those things out.[00:26:00]
Makes a huge difference. Yeah, absolutely. And I think you hit it at the right time. Great point on having everything buttoned up when you sort of deliver it to the buyer as a seller. We think of the same thing when we’re going to financing. We work with a lot of our clients on real estate and that type of thing.
We, we have a packet, we help the client put together that is like, here’s the tax returns they’re going to ask for. Here’s the personal financial statement. Like we’re going to do that. When we show up sort of proactively, here’s our pro forma of how the property is going to perform those key metrics. We know the bank’s going to be looking at, it’s like when we show up and hand that to them in a way that they’ve never had it before, they’re like, okay, I’m dealing with a different type of borrower here.
And this is an opportunity, like. They don’t look as deep into all of the nitty gritty as they maybe normally would, because they’re awfully comfortable. I’m thinking the same thing’s true when I’m going to sell, right? Like, if I’ve got all of my stuff buttoned up, I’m highlighting all of the key things that they’re going to be looking for, concerned about, from the financials to the ad backs.
Like, [00:27:00] it’s going to give some confidence to the buyer that, okay, I’ve got Really good info here and I don’t have to like run down the rabbit trail of, you know, reconciling every expense to, you know, the P and L. So that’s good stuff. Thank you. What other things do you see that derail transactions? Like what’s popping up out there that like gets things off track that, uh, we should just be aware of that we can avoid on the front end versus have to fix it on the back end.
Yeah, that’s a great question. I have the good fortune of closing most of the deals that I do. And I think that’s because of the buyers and sellers that I work with and the work that they’re doing on the front end of the LOI, the letter of intent versus the backend, but I do think that when deals don’t work out, it’s usually because.
Expectations that were set up going into the deal turn out not to be true. That’s generally what I find. And more [00:28:00] often than not, it leads to a purchase price reduction. And the seller decides that that isn’t the deal that they’re willing to do or ready to do. Yeah. But for the most part, we really try to create an environment where deals get done versus not getting done.
And so honest and open communication, creating trust from the very beginning and being able to work through the unexpected. I think, you know, is the key to deals getting done now, then there are buyers and I, I have some buyers that simply say, this is attractive. I think we’re at this number that we all agree to.
We’re going to go under LOI and then we’re going to look under the hood. And when we looked at the hood, we figured out that you have 10 customers and. Six of them are talking about leaving that deal’s not getting done. Right? Right. And Being prepared right for the fact that folks are going to [00:29:00] look under the hood and they’re eventually going to want to talk to your customer relationships And you know where that stickiness is and preparing for the long call The other thing that is really important is that our goal is get in and close fast Yeah.
Historically had an average close rate of 30 days, which is very fast in the industry, but that is on the basis of buyer and seller are on board with that. Everybody’s working together. Everybody’s bringing the right stuff to the table. The minute that someone doesn’t, your time’s going to go out. Deal fatigue is a real thing as a buyer and even more so as a seller, you’re running your day to day business.
Yeah. And selling your business is a full time job. And so, you know, making sure that you have the right team around you and making sure that you have mentally prepared yourself for the long haul. I think it’s actually a huge part of it because I do get to points in deals where sellers are like, I’m just done and you can’t be just done.
Like there’s going to be an issue. There’s going to be something to work through. [00:30:00] We have to lock arms. We have to get through it together and get to the other side of it. And so being prepared for the. Mental challenge of getting through the deal is something that I think is also, you know, really important to have awareness around.
Yeah, that’s really good. And I think one thing you highlighted there is so many businesses start off with a. I’m going to call it an amateur arrangement, financial, legal, the whole thing, right? Like it is, like you said, I might not have any clue how my business is set up. I don’t know who owns what. And I think there’s a level of, as a business grows, as I’m starting to make real money, I have to start building a team around me.
I need to go from the bookkeeper down the street to. Bringing in in house or having a controller or a CFO. And then same thing with my legal team and finance team. It’s like, I need to start bringing professionals around me. So when [00:31:00] it’s time to do the deal, everything’s legitimate. Like all of my eyes are dotted, T’s are crossed.
And it’s not this, I’ve been buying groceries out of my business account, you know, and now I have to somehow reconcile that. Like it just doesn’t work. And it’s interesting as we see clients sort of move from. Quarter million dollar net income. Like that’s generally pretty sloppy, you know, they’re just hustling, trying to make it work.
Once we get North of a million dollars in net income, it’s like clients start to get their act together and get a little more organized and bring a team around them because they’ve figured out like. My best time is focused on the business and driving the revenue and getting that net income number as high as I can, because that drives my enterprise value.
And so I’m going to hand off as much of this crap as I can to people around me that are competent and I can trust. And I just look at, How your firm can get people, the entity documents set up. And I could see if somebody has the thought process in mind of, I’m going to sell this business someday, [00:32:00] they start off from entity setup to IP protection, you know, all of those things, make sure that those are all buttoned up.
And when we get to the finish line on the sale. It went well because we started a long time ago getting those things going. Is that a fair assessment on how you see these successful deals happening? It’s like, okay, these people have their act together. They’re well organized. Their finances are buttoned up and everything’s moving smoothly.
Yeah, I mean, that is what we want for folks, you know, and I always say that I look at companies like they’ve gone through school, right? Like I have my kindergarten companies and I have my elementary school companies, my high school companies. And what does it mean when we’re transitioning from high school to graduate school and how are you leveling up your entire team at each stage?
Right? And even like my companies that are now um, Going to get ready to go public and I call Cooley, right? Folks can call other firms obviously have that great relationship there and say, okay, it’s time to level up, right? There is a place for the [00:33:00] boutique work that i’m doing and there’s a really important place for the big law work that they do Because we do need clients to level up at each stage And the question is when do you do it?
And with who are you doing it? How are you doing it? And that’s really why You know, we provide in a boutique setting that full service experience so that you can start with us, you can graduate to us and we can work you through those stages. And also, you know, I really feel the right people are the ones who are going to know when to introduce you to the people that you need in that next stage.
Yep. Right. And have the relationships to be able to move you through it. So another example, like when I have companies that are sort of in the Stage where they have board meetings, right? So it’s not just a single owner, but we have board meetings. I attend those board meetings because inevitably there are conversations where we leave and I say, we actually need to document that IP relationship that you’re doing over there, [00:34:00] right?
Or you have a trademark and you’ve got a business that’s very consumer facing and you didn’t know that that trademark had been abandoned, right? There are little things that. You just don’t have time or you know, I always say you can’t know what you don’t know, right? When a client says, oh my god, I can’t believe I didn’t do that.
Obviously you can’t know what you don’t know It is our job to be watching out for those things And I think that it is Ideally you’ve started out that way, but if you haven’t at the time that you’re leveling up in the field to bring in someone like you all, that is absolutely the time where you want to say, okay, what is the right legal team and what experience do they bring to the table?
Sure. Right. Why is this going to be the right group for me and who you can text in the bathroom? Right. Yeah. And we touched on, Some IP, I think IP is one of those things that from my perspective is [00:35:00] totally forgotten about from a protection perspective. It sort of sits out there and people don’t think about it until it becomes a problem.
And so if you don’t mind, can we just talk briefly about like, what kind of IP should people be protecting? Like, I love the fact that you’ve got speed M& A trademarks. Like that’s awesome. Like, I think those are things that, People need to be paying attention to, because what we don’t want to have happen is like we start building a brand.
We’ve got some of these assets that we’re developing for our processes. And then all of a sudden it, somebody’s ripped it off and is using it out there in the marketplace. We’re like, hold on a minute. That’s mine. What are you doing? And, uh, if we don’t take the proper steps, we can be exposed there, right?
Yeah, certainly. And I think that a lot of people think IP and they immediately think tech. And so if I’m not a software company, I don’t have IP. There’s nothing for me to pay attention to. Right. But like I work with a ton of marketing agencies and their brand is IP and their processes are IP protection is an interesting thing because in our day and age.
[00:36:00] Most of this stuff is public, right? I mean, even when I talk about my playbooks, you know, you go to a conference where I’m speaking and I’m giving you playbooks. And so you really start to say what is protected and when isn’t protected. And I think that, you know, when you have a brand Particularly consumer facing right on the business to business side.
We actually do see a lot of companies start out and not necessarily spend the money on a trademark because if they happen to have to change the name of the company, it can’t be the end of the world. If you have to change the name of the company. Right. Uh, but if you’re, if you’re consumer facing and that name really matters to you, then it is worth.
Making sure that you have the legal protections, you know, that are important to you. I do think that part of the shift in IP focus sometimes has been that things are moving so quickly and we’re putting so much out there in the public that it isn’t. It isn’t trade secret, right? It isn’t protected in [00:37:00] that way on the one hand.
On the other hand, you know, we already talked about AI, right? We’re seeing hundreds of patents that are being put in for this new technology, and those are getting approved. And so. I think the biggest thing and the biggest takeaway is talk to the right people, right? Have a conversation with your lawyer, have a conversation with us and say, here’s my business.
Here’s what we’re doing. Is there anything here that we need to make sure that we’re protecting? Is there something patentable? Is there something that we should be filing a trademark for, or no, that we’re not. And what does it mean if there’s an issue down the road? I think the number one thing that comes up, particularly in the smaller industries, marketing agencies, I do work in other areas where people are taking photos on behalf of the company and they almost never get what we call an IP assignment.
I literally was just working [00:38:00] with an agency that had an infringement problem because of it. And we had to modify the process. So paying attention to when you’re hiring other people to develop IP for you and making sure that you have that IP properly assigned is really going to matter to your buyer down the road.
Sure. That’s something that we really try to pay attention to because it’s one of the things that’s almost always missed, you know, when we’re first starting a business and in the smaller business world. Yeah, thank you for that. I think connecting with you, your legal counsel to just have a quick IP audit, like what assets are out there that are important that we need to protect, I think is a key piece.
So we’ve talked about intellectual property. Let’s talk about human capital. We just touched briefly at the beginning of our conversation about this new FTC ruling around non competes. Effectively being unenforceable. So they’ve sort of thrown all of those out. So if I go buy a company, right, the owner gets a payday.
The key people don’t necessarily get a payday. They just get to keep [00:39:00] their jobs. There’s some concern if all that key talent leaves, this business isn’t worth near as much as what I paid for it. And I might have just. Fired up some competition, uh, to go out there and start something that’s going to compete against me.
So is there any safeguards that, and I know this, I think this headline hit about three days ago. So is there anything I can do as a business owner to maybe take some of these things into consideration, or you guys started looking at this as an opportunity to just be paying attention in these transactions?
Yeah, I mean, I think, you know, we saw this coming for a little while, and we’re taking a pretty conservative view with our clients and saying, just don’t do it. You know, this is simply not an area that is available to you to restrict an employee. There’s a lot of nuance. I don’t want to make any broad statements.
So I will say that we’ve elected to take a pretty conservative approach on this. You know, when it comes to, as we sort of talked about non competes as it relates to owners and folks who are getting [00:40:00] compensated in the deal process. That has not specifically been restricted, but I do think that this does create tension for employees who are not part of that compensation structure.
And I think that folks are going to need to be mindful about creating real opportunity and incentive for employees to stick around at the end of the day. And I don’t necessarily think that that’s I don’t think that’s a bad thing. You know, I think that this is pure opinion. This is not legal advice of any nature.
Uh, let me be very clear about that, but I think that the idea that we’re going to create environments where employees are excited for the next move and are being compensated for their value is a good thing. And on the one hand, and at the same time, I’m very. Sympathetic to buyers represent them often to say, if you’re going to spend money on a business, we [00:41:00] don’t want that same person setting up shop next door the next day.
So I think that there’s a delegate balance there. Folks have spoken as to where they think restrictions as a general matter. Again, this is a very nuanced set of rules and regulations. So surgeon general morning, like talk to your lawyer, talk to your specific situation, State, et cetera, and I think that the general view, which we have seen coming for a while is that restricting an employee from being able to go and work in the same industry and similar capacities is not going to be available in the same way that it has been.
Yeah, and I think I agree with you from my perspective, like I tell our team, like you’re obligated to do what’s in your best interest. And if that means leaving our firm, like I get it. The cool thing is, is like when you create an environment like that, where you’re helping people be the best versions of themselves by [00:42:00] having a career path that they can move along, you’re compensating them at or above market value.
And. I think all of those things come together to help retain top talent, but I do get it. Like anytime a new buyer comes in, there’s always going to be a few questions around like, what is this going to be like? Am I going to like being here? And so, I don’t know. That’s, I can understand having some of that language built in there, but I also, from my perspective, get, let’s just create an environment that’s so good.
People don’t want to leave it. And I think we also have to remember that. As entrepreneurs, we think everybody’s sort of wired as an entrepreneur. Why wouldn’t you just go start your own thing? So many employees want nothing to do with running the day to day operations of a business. They’re like, I like doing this thing.
I just want to keep showing up and doing this thing. So I think that’s a piece too. I feel like when we try to hold on to something really tight, it just doesn’t work, it’s not the best way to manage it. Nobody likes that. So yeah, I will add that. Confidentiality is still a real thing to protect and trade secrets are still a real thing to protect and making sure [00:43:00] that you do have agreements with employees that have confidentiality obligations in place and clear, you know, ownership of IP of the company.
Is added protection, right? That protection has not gone away. And so I think that it sort of underscores, you know, the importance of putting in some of these, you know, form documents that a lot of people don’t do when they’re first setting up a company. Things happen informally, you’ve got people going in and out, you’re hiring people over an email, but at a minimum.
Getting that NDA, that confidentiality agreement in place is really important. Yeah. Fantastic. So Robin, we’ve covered a lot of ground. We’ve talked about sort of everything from the playbooks, working with a, call it professional or constructing a professional team around you to help legitimize every aspect of your business.
Having clean data from Contracts, the financials, and then be [00:44:00] organized when you go hand your stuff to a potential buyer to make sure that the transaction goes well. And then we’ve also touched on everything from intellectual property to a human capital. Is there anything else we should be talking about on the M& A side of the world that our listeners need to be aware of when they’re, when they’re.
Starting to look into these transactions, I think we really have traveled in this conversation. Uh, you’ve done a great job sort of guiding it that way. And I think, you know, again, the biggest thing is making sure your house is in order, making sure that you have the right team. And really knowing that one of the things that I talk about, one of my goals of speed M and a.
Is that we’re democratizing scale, right? I have a client who says that MNA solves all problems. And I always say, well, if MNA solves all problems, why isn’t everyone doing it? And I think that a lot of the reason that folks aren’t doing it. Is because there’s an asymmetry of information in the marketplace [00:45:00] where really big buyers know that this is a great way to grow a business.
Entrepreneurs who are looking for that 150 million exit know that it’s a great way to sell a business, but there’s a whole lot of open available activity from a million dollars to 50 million. That is available as long as people know that it’s there. So I think the biggest takeaway is know that M& A know that selling your business.
Is an available path to you sooner than you might realize and know that growing your business A lot of folks are like I grew a pool services business and it went to a million dollars And I want to grow it to two million dollars Well, the fastest way is probably buying your competitor, right? But people don’t realize that they can do that.
They don’t know that they don’t need 50 million dollars in cash day one to do it. So my biggest thing is know that it’s available as a growth tool. Know that there are ways that we can structure these things so that you don’t have to wait to take [00:46:00] advantage of what’s out there. I love that. So Robin, what is the best way for people to get plugged into you?
Like we’re sending clients to you all the time, but what is, if somebody’s listening to this and they’re like, I need to connect with Robin and her team, what is the best way to do that? Sure. Absolutely. I believe that you’re going to provide my email. And so emailing me is fantastic. You can also go to our website.
So Speed M& A is part of Jones and Spross, which is our firm. And you can go to our website at www. jonesbross. com and be able to send out an info and inquiry there, but feel free to email me any time and happy to talk happy to spend 15 minutes with anyone. Fantastic. Thank you. We will have all of that information in the show notes.
So people need to find your, if they’re listening to this while they’re running or driving or what have you, they can find it safely when they’re not doing those things. So, yep, we will have all that info in the show notes. Robin, this has been fantastic. Every time we connect, I feel like I’m learning new things.
So thank you so much. You have a great day. for tuning into another episode of the [00:47:00] Vital Strategies podcast. We appreciate you joining us every week. Before you go, remember to visit vitalstrategies. com forward slash client. If you want to set up a time to discuss your tax and financial strategy, that will help you grow your enterprise value for when you decide to exit your business.
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