In this episode, hosts Brad and Michael, along with guest Jay Reyero, share the story of a primary care doctor ready to take a major step in her career by acquiring a practice. She targeted what seemed like an ordinary practice, and both doctors opted for a simple transaction. However, the complexities of M&A deals often surface unexpectedly. Tune in as we explain how these complexities can actually help minimize risk and protect both parties. We share how this “Main Street” deal would have played out differently in “Wall Street,” and how understanding these differences can help you make more informed decisions.
Listen to the full episode using the player below, or by visiting one of the links below. Contact ByrdAdatto if you have any questions or would like to learn more.
Transcript
*The below transcript has been edited for readability.
Intro: [00:00:00] Welcome to Legal 123s with ByrdAdatto. Legal issues simplified through real client stories and real world experiences, creating simplicity in 3, 2, 1.
Brad: Welcome back to Legal 123s with ByrdAdatto. I’m your host, Brad Adatto, my co-host, Michael Byrd.
Michael: Thanks, Brad. As a business and health care law firm, we meet a lot of interesting people and learn their amazing stories. This season, we’re entering the most sophisticated AKA fancy season of a business. Our theme this season is Buying and Selling a Business.
Brad: And Michael, for those who have been watching or listening to our show, that’s just one of four seasons. What are the other four?
Michael: Yes, we have the building season, starting a business, and then we went into the operating season, running a business. We did the scaling season, we’re growing a business, and now we’re in the buying and selling season.
Brad: Perfect. All right, before we get started, for those watching us on TV land, you’ll notice for the first time this season, we have season [00:01:00] regular, our partner Jay Reyero, sitting here with us.
Jay: All right, love to be here. Let’s do this!
Brad: Awesome. All right, guys. It’s almost here. The best holiday of the year, tomorrow is Halloween! Can you feel the energy in the air? The pumpkins, the costumes, the scary movies. Seriously, how can you not love Halloween?
Michael: Says, the guy from New Orleans with his own costume closet. Yeah, Brad, Halloween’s just not my thing. People dress up ridiculously, they try to scare each other. Like, what’s up with that? I think, just give me Thanksgiving or Christmas, those are legit holidays.
Brad: You can’t skip Halloween. Come on, Michael. I mean, it’s the one time of the year where you can do anything you want and be anyone you want. Plus, for those who love candy, there’s that candy thing. It’s everywhere. I mean, what’s not to love about Halloween, Michael?
Michael: Well, I finally have self-esteem, Brad, so I’m perfectly fine as myself. Thank you. You do have a point with candy, except [00:02:00] for one thing. I have a complicated relationship with candy.
Brad: Oh, no.
Michael: Yes. I should not eat it, and yet it’s delicious, and so sometimes I can’t stop. And so that makes me a much bigger fan of Christmas. You have the Birth of Christ, family traditions, the lights, the decorations; Halloween’s dark and a little weird. Well, maybe that’s why you like it.
Jay: Well, I’ll say you both make good points. Halloween’s fun, especially when you have kids. You see the costumes, creativity, and seeing what they want to be. But I have to say Christmas is warm and fuzzy. You have great food and gifts, so that’s a tough one, Brad.
Brad: All right, let’s go back. Remember, Halloween has no rules. You can be spooky or silly. There’s again, mystery in the air. I mean, Christmas again, every year. It’s carols, it’s [00:03:00] trees, it’s church, it’s gifts. It’s predictable. Come on!
Michael: It’s tradition, Brad. The Christian tradition, that’s the whole point, is bringing everyone together for a purpose. Halloween, I still say it’s just all about scaring people.
Jay: All right. So I guess I will give Brad some credit. Christmas does have a downside. You have to go shopping. You have to find that perfect gift, so that can be pretty stressful.
Brad: Yeah. And again, going back to the costumes and candy, you don’t really have to stress over it. I mean, I do stress a little bit over, again, my costume, honestly, but the dressing up is more fun. You don’t have to stand in line for hours trying to buy that sweater for that person like Michael Byrd, who’s never going to wear it. I mean, you don’t have that stress.
Michael: Okay, I’m just going to have to lay down the lawyer card. You get more time off for Christmas than Halloween, so I think that’s a win.
Jay: Yeah and I think this is the deal breaker. I have kids and when you’re talking about a night of candy and late nights and then getting up in the morning for early school or weekend activities. Yeah, [00:04:00] I think that’s a no brainer there.
Brad: Okay, okay, you got me there. Since I’m not the biggest on candy, Michael, what about you? What else can you think of?
Michael: Well, I need both of you because you both are not big candy people, but I think you need to be vulnerable. It’s just us in here. It’s not the world. I know that there’s deep down somewhere, a secret love of some type of candy. So I want you to just to share, it’s just me, what’s your favorite candy and what’s the most you’ve eaten in one Halloween sitting?
Jay: So I don’t eat candy now, but when I was growing up, I have to say fun dip. Nothing is better than a candy stick with a bag of sugar and I would probably say they used to come in three packs of the sugar with two sticks. I could eat two or three of those entire packs…
Michael: And be buzzing?
Jay: Yes, and be totally fine.
Brad: [00:05:00] I get a little sick to my stomach carrying that. M&Ms was actually always my favorite, but I’ve never been much of a candy binger, even as a young kid, so I can’t really say I’ve sat – I mean, if I ever sat down and ate the most, it would be M&Ms. But at least, if we can’t all agree, it’s that Halloween’s the best, hopefully we can all agree as to what the worst holiday of the year is. And to me, it’s New Year’s Eve. I mean, come on! The hype is insane. You’re literally just sitting there watching the clock tick down to midnight. You got to stay up late for it. And then you celebrate for like 10 seconds. Yay! Then everyone has their resolutions that they don’t plan on keeping,
Michael: Well, now you’re paying attention to your audience, Brad, because you’ve got two introverts here on the other side who are going to agree with you. Not to mention the fact that you’re right. I mean, expectations never are met with what everyone hopes and dreams New Year’s Eve to be, so I’m totally on board with that being the worst.
Jay: Yeah, I’m totally on board. I don’t think I’ve stayed up till midnight in over 20 years. I can’t even make it to New York’s [00:06:00] ball drop at 11 o’clock our time. Basically I’m waiting for Europe to celebrate and I’m ready to go to bed.
Brad: There you go. Well, okay, so we can’t agree as to the best holiday fine, but at least we all can agree that New Year’s Eve is extremely overrated.
Michael: Okay, fair enough. I don’t suspect that holiday talk has anything to do with our M&A type story that we’re going to have for today.
Jay: Nope, sure doesn’t. So let me just grab that wheel from Brad and take a hard left here. Alright, so let’s talk about our main character today. In today’s story, we’re going to call her Dr. Jane and Dr. Jane is a primary care doctor up in Massachusetts.
Brad: Ooh, Massachusetts. I like it. A good tie into Halloween, Salem witch trials, some very spooky stuff. Good job.
Michael: So Brad’s not going to let this go clearly. So I’ll have to ask, I’ll take the bait, Brad, I’ll ask Jay. Is Dr. Jane a witch?
Jay: Only on Halloween.
Brad: [00:07:00] I approve that, by the way.
Michael: That’s a good question.
Jay: No. So Dr. Jane was actually transitioning in her career. She had some money to invest. She’s an entrepreneur and had devised a new strategy to take this money that she had just recently acquired, and she wanted to go and out buy a practice. She had identified a practice and she’d reached out to us to help out with this process. The target practice had been owned and operated for years by who we’ll call Dr. Joe.
Michael: Okay. Well, I have two questions. How early in the process was Dr. Jane and why Dr. Joe?
Jay: So, Dr. Joe, I call him Dr. Joe because he was an ordinary doctor with an ordinary practice. And as far as where she was in the process, fortunately she was really still early on. She had not even signed a letter of intent. They had been talking and just kind of discussing the arrangement. The reason [00:08:00] she reached out was because she wanted us to help draft a letter of intent because he was asking for one. But they’d have these conversations for probably a few months. They’d been sharing confidential information and kind of getting to know his practice, and so she felt that she had a pretty good idea about what this practice was all about.
Brad: Jay, you said they were sharing confidential information, so I’m assuming they had non-disclosure or otherwise known as an NDA in place?
Jay: Nope. No. Nope. Nothing at all. Nothing had been signed. They were friendly, just operating under that old good faith and handshakes.
Michael: Okay. So what happened during this LOI phase?
Jay: Well, first we had to figure out what they had been talking about. So we had a call to figure out the specifics of what she wanted to include in there and what her vision really was for what this transaction was going to look like.
Brad: Okay. What did we learn?
Jay: Well, we found out she had a really simple vision, actually, and that her and Dr. Joe had talked about it. They had agreed to it, and there [00:09:00] were really three simple things that were kind of in place. So there was a lump sum payment at closing, very, very straightforward. Dr. Joe would stay unemployed for at least 12 months and get an annual salary, and then there would be a 12 month non-compete.
Michael: Well, that’s really simple, when we contrast it to the Dr. Elon deal in our last episode.
Jay: Yeah, exactly. We had no earnouts, no rollover equity. We asked about holdbacks and escrows. None of that existed.
Michael: Okay. Brad, I need you to get up to bat here, Jay just dropped some vocabulary bombs on us.
Brad: Okay. We spoke about escrows in the last show when we were talking about the Wall Street deals. But typically in M&A deals, also known as mergers and acquisitions, holdbacks and escrows are just mechanisms used to manage risk and ensure certain obligations are met after the transaction closes, and then they really quickly get there. The key difference is, in a holdback, the buyer [00:10:00] retains the money directly, while on an escrow, the funds are managed by hopefully a neutral third party known as an escrow agent.
Jay: Yeah. So we took all of this that we learned from Dr. Jane, and we developed a standard LOI. But what we did is we added in standard protective language, and we also went ahead and upped the non-compete period to something that was more standard in these types of arrangements. We added a comment to her to explain why and have her consider it for her protection.
Michael: Now did you encounter any issues during this part of the process?
Jay: Yeah, so this was where we started to kind of get a sense of how the deal was going to play out through the rest of this story. So, after Dr. Jane got our draft, we set a call and we had the call to go over it and finalize it because we wanted to get this out to Dr. Joe. And there was only one issue that she had with the LOI and that was, it was too [00:11:00] complicated. Dr. Jane wanted the LOI to be stripped down to the bare minimum, one pager bullet points. And she told us that Dr. Joe didn’t have an attorney, didn’t want an attorney because he knew he’d have to spend too much on legal fees. And again, this was a friendly deal handshakes, and so it was too complicated and needed to be paired down significantly.
Brad: Michael, this reminds me of our prior podcast on one page documents, and the complications that come from one pagers. Did she say anything about non-competes to you, Jay?
Jay: Yeah. She wanted to keep it at the original 12 months. She acknowledged, she recognized that our recommendation that it was common to be longer in these types of deals. But you know what, she trusted Dr. Joe and he promised her that he wasn’t interested in doing anything afterwards.
Michael: Do we need to cue the Halloween music? Feels like famous last words. [00:12:00] Well, so what happened?
Jay: So we had a really good conversation. We walked through the risks of pairing down the LOI as she wanted. She understood and appreciated everything that we talked about. So we ended up finding a good middle ground where it contained some of the key terms, but it used more straightforward language. We weren’t able to get it down to one page or bullet points, but it looked a lot less daunting when we were finished with it.
Michael: So, Jay did it work?
Jay: It did, yep. Dr. Jane took it, met with Dr. Joe, two of them had good conversations, a little bit of back and forth, but fairly quickly it was signed and we moved on to the next phase.
Michael: Okay. Well, you used another word that has some importance to it “by phase,” and we’ve talked about this on prior episodes as a reset, we kind of break up an M&A deal into five phases as a way to think about the roadmap. And so, the LOI phase [00:13:00] that Jay just talked about is the tone setter getting everything in place. Of course, when you’re trying to strip it down to one page, you’re setting less of a tone, and so there’s some risks that can go with that. And then once you’re done, as Jay said, next phase is typically the due diligence phase, that’s when, first of all, the buyer gets to really look into the business and make sure that what they think they’re buying is true, is there’s some problems there that create risk. And oftentimes in deals, probably not on this deal the seller’s doing some due diligence on the buyer because if they’re getting rollover equity or some of the stuff that we talked about on the Wall Street type deals that can become relevant.
Then you get through due diligence and now it’s time for the lawyers to create a lot of paper. The definitive agreements phase is the [00:14:00] most people will never have seen that many legal documents. And really if you had to reduce it down, it’s all about who’s taking on the risk relating to this transaction. And then you finally, you get to closing, you know clink the champagne glasses, you toast, and then the little discussed last phase is post-closing because there’s usually some cleanup where the can’s been kicked down the road and you got to take care of some loose ends to wrap things up. So I’m assuming, Jay, you’re talking about the due diligence phase when you’re saying it was time to move to the next phase?
Jay: Yeah, exactly. And so to kick off this phase, we essentially created a pretty comprehensive due diligence checklist, which is basically all the information that we want to see about Dr. Joe’s practice to really get a sense of what’s going on. Dr. Joe actually filed claims with commercial insurance. So we wanted to see a little bit more about the billing, so it was a little bit more in depth [00:15:00] than some of our other deals. And so, we provided that due diligence checklist to Dr. Jane to pass along and start getting information.
Brad: Yeah and for our audience members that hadn’t really understood what due diligence means, again, it’s a fancy word that we use for just collecting information. So this is the moment in time that you, the buyer, you want to see, Hey, I believe you’re worth this and I want to make sure I’m getting this information. And then the seller is in providing the same exact information that the buyer’s looking for to really prove that yes, you have these values, and then you’re trying to figure out from a risk side, what other things can you learn? We often call it the underwear drawer moment, where someone’s going to have to go through your underwear drawer to figure out what does it really look like? Meaning that you’re going to have to be okay with someone going in a deeper dive into your business and understanding the relationships you have more than just a typical NDA process. This is the deep dive piece. And any issues that were discovered?
Jay: We wouldn’t know. [00:16:00]
Brad: Either you did such a great job in the due diligence phase and nothing was spooky or something else happened there, Jay.
Jay: Yeah, so when we sent the checklist over to Dr. Jane, she immediately responded and said, this is totally unnecessary. She had seen everything she needed to about Dr. Joe’s financials. He had walked her through everything in his billing software, pinky swear, everything was good.
Brad: Oh, pinky swear! I didn’t know about that.
Jay: That’s a big difference. Yes, everything had been no issues in the course of however many years he’d been practicing, and so she really didn’t need to ask for anything. And she again, reiterated that this could scare him. He wasn’t going to have an attorney and she didn’t want to do that. She really wanted this deal to go through, so she said, she basically asked, what’s really important in this list that I should actually ask for?
Michael: Pattern seems to be developing here, Jay. [00:17:00] I’m no brain surgeon, but I’m betting that the definitive documents phase probably did not like go like most deals either.
Jay: Man, how did you guess that one?
Brad: Yeah Michael, good job, buddy.
Jay: So we were fine stripping down the LOI. We had a conversation. Great. We were okay with Dr. Jane handling the due diligence discussion. Talked about the risks. Okay, great. But the definitive agreements were different. We wanted to make sure that the fact that we did go light on those other two areas, that we dealt with them in the definitive docs and created some protections in a legally binding way. And so, we had already stressed the importance of this to her earlier on in the conversations. And so we drafted our standard purchase agreement, and it already was streamlined because of the terms of the deal, but it still had the traditional protective language that you typically see in these deals.
Brad: That sounds like a good job of trying to find ways to minimize the risks. So following what’s going on so far, what happened next?
Jay: She was actually okay with it. She understood [00:18:00] it was a very important component of the deal, and she understood the reasoning of what we were doing and why, and it was for her protection. So she ended up passing it along to Dr. Joe to review.
Michael: I’m actually a little surprised I thought you said that it didn’t go as planned.
Jay: I did. You see, it wasn’t Dr. Jane this time who had the issue, so it was Dr. Joe’s turn now to step up to the plate, so he didn’t have an attorney again, as we talked about.
Michael: As one does? Oh wait, no, they don’t.
Jay: Right. And he didn’t want to get one as one does, or wait, no, they don’t. And so, instead, he would just ask Dr. Jane to explain what the documents meant, or to help him understand them or help him provide information, which meant she was turned around asking us for that same clarification to be able to pass along, so it was a nice game of telephone.
Brad: This sounds like one of those perfect, what could go wrong kind of things when we have a bad situation when the blind truly is leading the blind here.
Jay: [00:19:00] And at one point, Dr. Jane responded and said everything looked good. Everyone was agreeable, they were ready to sign, the only problem was that the disclosure schedules were still blank and hadn’t been touched.
Brad: All right, again, for those that don’t know, disclosure schedules in an M and A deal, or detailed documents that supplement and qualify the representation warranties made by the seller in the purchase agreement. So going through this process can be very painful, and most of our clients can’t stand it, but it is critical to protecting the seller, as those schedules provide certain information’s or expectations and clarifications that can impact the terms of the actual transaction. The main purpose of a disclosure schedule is to give buyers a complete picture of the seller’s business and including any issues and more importantly, liabilities that might even not be obvious on a very high level from a contractual terms.
Michael: Jay, I have a question for you. Did you have a rep [00:20:00] and warranty that he pinky swore that everything was right?
Brad: That would’ve been one of the schedules.
Jay: Exactly. That was one of the schedules left blank. So when we asked about these schedules and noted, hey, they were blank, Dr. Jane said that she asked Dr. Joe about them, and he asked if we could just fill them out for him. We politely told her, we could not do that, and so once she relayed that to Dr. Joe, he said, “I’m just going to leave him blank. It’s all good, I promise.” And they wanted to get the deal done. They wanted to hurry up. They didn’t want to spend any more time on this, and so we just kind of got through to the closing. At least that was uneventful because all it required was some signatures, and we got through the closing of it.
Michael: Okay. All right. Well, let’s go into commercial and when we return, we can talk about the different approaches. When in a Main Street deal, like today versus a Wall Street deal like Dr. Elon last week.
Access+: Many business owners use legal counsel as a last resort, [00:21:00] rather than as a proactive tool that can further their success. Why? For most, it’s the fear of unknown legal costs. ByrdAdatto’s Access+ program makes it possible for you to get the ongoing legal assistance you need for one predictable monthly fee, that gives you unlimited phone and email access to the legal team so you can receive feedback on legal concerns as they arise. Access+, a smarter, simpler way to access legal services. Find out more, visit byrdadatto.com today.
Brad: Welcome back to Legal 123s with ByrdAdatto. I’m your host, Brad Adatto, with my co-host, Michael Byrd. We’re still here with series regular, partner and extraordinary, Jay Reyero. Now Michael, this season our theme is buying and selling a business, and we’re talking about stories that happen to our clients as they pop up during this type of season. Now, Michael, Jay has told us a story about Dr. Jane acquiring Dr. Joe’s practice. And as you mentioned, sounds like it could be like a real horror movie.
Michael: Let’s do a recap. So first thing we established is that [00:22:00] Brad’s weird because he’s a Halloween guy, and then in the story we learned about Dr. Jane and Dr. Joe. Dr. Jane was our client. This is a classic Main Street transaction – doctor to doctor. Dr. Jane’s going to buy Dr. Joe’s practice, and there were some very basic elements. It was, Dr. Jane told Jay, I’m going to pay some cash at closing, Dr. Joe’s going to work with me for a year, and he’s going to agree to a one year non-compete after that. And what came after that through the story was just as basic, like, the letter of intent that we drafted was too much; let’s strip it down and get it very basic. And then in the documents themselves, they’re actually appropriate documents, except Dr. Joe didn’t have an attorney, didn’t want to deal with it, and so he created a lot [00:23:00] of risk for himself by just ignoring the disclosure agreements and not signing it. And so, where we left off is they signed and closed and clinked glasses, and that’s where we are right now.
Brad: Yeah, and for those who listened to last week’s episode with Dr. Elon, we established that in a Wall Street deal that things can be so different and hearing Jay’s story today, let’s go back and revisit and touch on again, the difference between a Wall Street and a Main Street deal.
Michael: And it’s really understanding the buyer is the difference. So in a Wall Street deal, you have financial people, private equity. There’s a level of sophistication where their purpose is to make an investment, get a return on that investment and to please their investors. And so, there is other than the beginning process, [00:24:00] a lack of relational view on how they operate when things are going. And then a Main Street deal is much more simple from a business perspective in the sense that you have doctors that are trying to transition. You may have a doctor that’s looking to retire, figuring out what he’s going to do with his practice, and they’re trying to sell to another doctor, and they’re trying to solve some of the same problems, just the words they use are different. And the buyer still wants to make sure that they’re going to get the patients if that’s what they’re buying or the assets, but the way they approach it is less sophisticated and rightfully so, this isn’t their world. And so the things that we as lawyers have to think about are the same, but the perspective, the communication and the steps can be different.
Jay: Yeah. And I think [00:25:00] before kind of going through some more of the nuanced differences, I think it’s a really important point to stress is that, no matter what type of deal you have, the process is going to be the same. And I’m talking about the five phases. So you’re still going to have that LOI or that documentation to set the tone of the deal, the non-binding agreement to set the tone of the deal. You’re still going to have due diligence, a process to evaluate the business that is being acquired. You’re still going to have the definitive documents, the documents to actually memorialize the transaction, to effectuate the sell, essentially. You’re still going to have closing, some process to formally close the deal and transition the practice from one place to the other. And then you’re still going to have the post-closing, some period of time after closing where there may be certain cleanup [00:26:00] or other obligations that exist. So you still have that entire process. And I think no matter what deal, that’s the common theme is that there’s still the five phases that you have to go through.
Brad: Yeah. And that’s all good points. I mean, again, for audience members, we’re harping on these five phases because each one of these phases is really helping you to establish that the parties are in alignment. Because ultimately, a good M&A deal, the reason why it goes through each one of these phases, sometimes in Jay’s deal faster than others. But the reason why we do that is because you want to make sure – you don’t want to move to the next stage if you haven’t had some type of alignment. And so in certain stories, that alignment happens faster because of that connections. In this and others, as Michael was talking about, the Main Street versus Wall Street deal, Wall Street deals, they’re going to be looking a lot deeper into that. But the purpose of it and why we keep going back to it, is really to make sure that each step is addressed and that alignment continues as you go through it.
Michael: And kind of jumping off, kind of to put a bow on this part of the conversation, [00:27:00] the basic problem that whether it’s Wall Street or Main Street that you’re trying to solve is, is the buyer getting what they think they’re buying? They’re trying to figure that out and then have documents protected around that. And then what happens if it turns out that that’s not true, that the buyer isn’t getting what they think they’re getting? And again, there can be some differences in sophistication, but ultimately, that’s going through the five phases in addition to finding alignment, you’re trying to solve for that.
Jay: Yeah and so when we think about what are the differences between the Main Street and Wall Street deals, it’s really apparent in the first three phases. So you generally, especially due diligence, it’s such a pain in the butt anyway. That’s probably where the biggest difference happens because the level of depth that [00:28:00] people go through is just not the same, and so that’s probably the starkest difference you see. The definitive agreements, that’s different, but it’s primarily driven just typically by the simplistic nature of the terms when compared to a Wall Street deal that a Main Street deal has. And then everybody knows that LOIs are non-binding, so it doesn’t really matter anyway.
Brad: Trigger warning! Yeah, it is a common belief that a lot of people believe LOIs or letter of intents are non-binding in your M&A deals. And that’s just a myth that’s just out there. And many of the provisions of an LOI are not binding. The purchase price, the structure, those are all going to be non-binding clauses. But then the binding clauses will be things that have to be confidential or type of governing law, and more importantly, that our clients overlook all the time, the exclusivity or they no shop time where you’re being locked in. And these are in binding and enforceable and obviously not understanding the difference between can obviously lead to some – going back to our theme, [00:29:00] some horror stories that I know we’ve talked about in other shows.
Michael: My eyes are bleeding, Brad.
Jay: I think one of the most important things throughout this, and what we did with Dr. Jane was we had really good conversations with her to understand why the depth level was going to be different and what the risks are associated with it. But no matter what, we still went through every single phase with her. We just had very good conversations, both at the beginning of the deal, but also at the beginning of each phase to really kind of understand and set the expectation and make sure that she was aware of what was happening.
Michael: Well, Jay, the last phase we never touched on was the post-closing phase, so give us an update. What happened with Dr. Jane and Dr. Joe?
Jay: Well, everybody loves a happy ending. So I can say that nothing’s crazy has popped up since. Dr. Jane seems very happy with the practice. Things are going well and it’s a great ending to the story. [00:30:00]
Brad: Well, that’s a huge relief as the deal did have a ton of red flags. I think we got to get rolling here. Jay, final thoughts.
Jay: Trust the process. Regardless of the size, complexity of the deal, the underlying process of the five phases is still critically important, and you should still follow that when you’re buying and selling a practice.
Brad: Yeah, and I think from a takeaway perspective, in a Main Street deal when you have two doctors involved, you can see that even though all five phases there, they’re able to kind of quickly skip through certain legal formalities because they had such a trust between the parties. And so, the role of the council on that one was just keep the negotiations going, get it done closer, but ultimately trying to make sure they understand the risk associated with it so they could have that happy ending that Jay said. Michael, final thoughts?
Michael: Well, I like the way that it ended actually, because people think, “Oh, you don’t do these things and everything’s going to blow up and you’re going to go to jail, and it’s really a risk conversation. Things can work out just fine when you do the one pager [00:31:00] and you do these things. Your odds are much lower than it’s going to work out. And so, that’s why we spend so much time telling you the stories of what does go wrong, but it is a risk conversation, and so you know that, that ultimately is up to the risk profile of the person buying and selling the business.
Brad: Well, Jay, I think your story would’ve worked much better during a Christmas theme story. This is not the horror story I want it to be, but Michael, guess what? Next Wednesday, we’re back again. The two of us will be talking about a very important piece of the puzzle and of the buying and selling season, which is what do you do with your team? Thanks again for joining us today and remember, if you like this episode, please subscribe, make sure to give us a five star rating and share with your friends.
Michael: You can also sign up for the ByrdAdatto newsletter by going to our website at byrdadtatto.com.
Outro: ByrdAdatto is providing this podcast as a public service. This podcast is for educational purposes only. This podcast does not constitute legal advice, nor does it establish an attorney-client relationship. Reference to any specific product or entity does not constitute an endorsement or recommendation by ByrdAdatto. The views expressed by guests are their own, and their appearance on the program does not imply an endorsement of them or any entity they represent. Please consult with an attorney on your legal issues.
