The Entrepreneurial Side of M&A with Nicole Chiaramonte

June 28, 2023

In the final episode of Season 12, we revisit a timeless episode featuring guest and long-time client Nicole Chiaramonte. Nicole made her first appearance on our show back in Season 4. Tune in for Nicole’s invaluable insights as a highly accomplished entrepreneur and prominent figure in the med spa industry. We discuss knowing the right time to seek help when embarking on a new business venture or acquiring an existing one.

Listen to the full episode using the player below, or by visiting one of the links below. If you have any questions or would like to learn more, email us at


Intro: [00:00:00] Welcome to Legal 123s with ByrdAdatto. Legal issues simplified through real client stories and real-world experiences. Creating simplicity in three, two, one.

Brad: Welcome back to another episode of Legal 123s with ByrdAdatto. I’m your host, Brad Adatto, with my co-host, Michael Bird.

Michael: As a business and health care law firm, we meet many interesting people in various stages of their business. This season, we get to focus on the high stakes implications of selling a business. This season’s theme is The Hitchhiker’s Guide to M&A, and Brad, we have been guest heavy this whole season, and it’s the same this week with a twist.

Brad: It is a twist, Michael, you know, on the list is our last episode of season 12, which is, you know, it’s been very promising, but as we had noted at the end of our last episode, we’re going to have a very special guest join us. But what’s crazy about this special guest is this person [00:01:00] is coming from the past. In fact, several years ago we had this special guest on our podcast (in fact, season four of our episode); we had someone come on and we were reflecting about what this special guest told us. It’s amazing how relevant it is even today.

Michael: Yeah, I love it. So, we had Nicole Chiaramonte on in season four-

Brad: The Nicole!

Michael: The Nicole – episode one. That’s how we launched the season what we really loved, besides the fact that it’s one of our most listened to episodes, is that we get to have a time capsule of going back and someone talking about what they were building and scaling to have a potential exit. And what we know now is that Nicole has sold and she in about a year ago, a little less, had her sell side exit to Advanced Metastatic Partners or [00:02:00] AMP as they say on the street.

Brad: That’s right.

Michael: And actually Nicole, not only did she sell, she really partnered with them she became the CEO of this newly formed business that is now out and acquiring and rolling up and consolidating and all those words we’ve been talking about all season and they are doing great things. It really is great to have that, two-year-look-back of, you know, our audience members: This could be you and what you’re doing right now and what it could look like just a few years later.

Brad: Yeah. I feel like this is a theme from an 80s movie, again, like is this like the “Back to the Future” kind of thing? I don’t know. Maybe not. But audience members, this is going to be fun for you guys because number one, you’ll get to hear how much better we are now than we were in the past at this podcasting. But second to it, it really is, as to Michael’s point, a great way of understanding where someone is at that moment and to hear where they are now. Um, so we’re excited to go in the [00:03:00] past with you guys and, uh, hope you guys enjoy the episode as much as we enjoyed recording it.

Brad: Welcome back to another episode of Legal 123s with ByrdAdatto. I’m your host, Brad Adatto with my cohost Michael Byrd.

Michael: Thanks Brad. As a business and health care law firm, a client call is usually a request for help. All too often, I wish they had made the call for help earlier. When the call comes after there’s a problem, it sounds more like a cry for help.

Brad: Yeah, and we’ve talked about this in other episodes. We often refer to this as the $5- $50 rule, you either go out and find the right person to help you now and pay them five bucks. Or something bad is going to happen. Then you have to go find someone to help you, and then you get to pay them 50 bucks. So, you know, almost 10 times that the actual cost, if you just done it right the first time.

Michael: And as our client told us, Brad, that he’s never paid $5 or [00:01:00] $50 for anything. So it was probably more like the $5,000- $50,000 rule

Brad: He was more explicit with words.

Michael: Well, so when communicating with our guests for today, something she said at the very beginning of our back and forth reminded me of a funny story with my oldest daughter, Caroline.

Brad: Is this the story where she came over when she was about 16 and started babysitting at my house. And then after she left, she backed into my next door neighbor and smashed the car on our way home?

Michael: Thanks for picking that scab, Brad. And it’s not funny. Well, maybe it’s a little funny now that you paid her $10 an hour to watch your kids, and I paid a thousand dollars to fix her car.

Brad: I thought it was a fair deal for me.

Michael: Well, one of the great parent tricks with teenagers is that when you’re driving the kids and their friends around you become the proverbial fly on the wall, they will talk about [00:02:00] anything as if you’re not there.

Brad: So you’re telling me if you’re a superhero, your super power is invisibility.

Michael: Yes. And so this is the story that I was reminded of when communicating with our guest today. Caroline, and one of her best friends got into a back and forth about what it really means when a parent says maybe. Brad, what is your maybe mean to your kids?

Brad: Maybe for us is, typically means they’re trying to play parent versus parent. So often it’s either: no or let me get a chance to go talk to my wife, Micah, to further discuss it, which means I’m really trying to kick it down the road to not have to answer the question. What did Caroline say about you though?

Michael: Well, the whole thing got really funny, fast. For me, Caroline said to her friend maybe meant yes because I’m a softie. I am sitting [00:03:00] two feet away from you and I’m invisible as you just totally dressed me down for being a softie.

Brad: So your actual superpowers is not being invisible, it’s being able to be softie. So that’s your softy power, which doesn’t sound as intimidating as being invisible. I’m going to save that later, now that I know that you’re a softie.

Michael: Yeah. Well, maybe. Her friend’s answer was even better though. She went on to say that maybe, with her mom, depended on whether or not her mom had been drinking. So if her mom had been drinking maybe meant yes. And if her mom had not been drinking, then maybe meant no.

Brad: Oh my God. There’s so much there, I love it. All right, why did this story pop in your mind when we were getting ready for today’s guest? Is it because the last time we actually got to spend time with her was in [00:04:00] Vegas, actually, January of 2020.

Was it because I was drinking and should I be worried about questions that were asking? What if I said maybe to someone?

Michael: Brad, it’s not always about you. Our guest jokes with us all the time about a close thing to maybe. We always talk with her about lawyers and they’re using the word “it depends” whenever any question of substance gets asked and so she is prepared and armed to bring her, “it depends” answers today. Let’s introduce her and bring her in. Our special guest is Nicole Chiaramonte. She is a long-time client, successful entrepreneur, and leader in the medical spa community. A little bit of a formal introduction on her background. Nicole is the CEO of TWG consulting, the founder of Synergy MedAesthetics, a private investor in over a [00:05:00] dozen medical spas, 25 years’ experience in startup management, 15 years in MSO ownership in the legal and medical industries. Nicole, welcome.

Nicole: Thank you. It’s great to be here with you guys.

Brad: Nicole, we are super excited that you agreed to join us for our first episode of season four. We have a fun time every time we get a chance to catch up with you. Your entrepreneurial spirit is contagious. So tell us about your story, about how you first started out as an entrepreneur, and reminder, as Michael mentioned, feel free to give “it depends” whenever necessary.

Nicole: That’s a really great way to start any answer. I love “it depends” now. I’ve definitely taken that on this last year. As far as my entrance into entrepreneurship, it happened at a fairly young age. It was back in 1990 and I was working for a young couple who had started a [00:06:00] retail store. And I wish I could say it was something really sexy. I wish I could say I entered into business in tech or fashion or entertainment, but it was aquarium products. But they had started a retail store, then were moving into wholesale, and they were realizing the further up the supply chain you go, the better price that you get. We decided we wanted to actually start importing from China and we worked together, this is pre-internet, pre emails. So we’re using the local interpreters from the community college to help us make phone calls to the manufacturing plants. And we eventually got into the place where we could buy what we needed and put it in a container and ship it over. The problem was that it was $15,000 to do so, and that young couple didn’t have the money. I happened to have the funds and I told them, I’ll partner with you on this. I’d like to do a [00:07:00] profit share. And that was our first experience becoming importers. We started with a quarter container and once we placed the order, I realized $15,000 in 1990 that was just a lot of money, especially to me at the time. We got a little nervous, and so instead of planning on having that product come and stock a warehouse, we ran around the Northwest and pre-sold everything coming in on that container. So by the time it docked, we had sold every last piece of inventory. It took us three days to truck it around the Northwest and deliver it. And we were sitting on a very hefty profit going between importing costs and wholesale sales to the retail companies and retail stores. And we decided we were going to continue to do that. And the fourth iteration of that was when we had moved into full containers when they went to pay me back for the investment, I said, can I buy in? I bought 25% of the [00:08:00] company, and that company ended up selling about three years later and I had my first successful exit. And I just decided, this is definitely where I want to be. This is the space I want to be.

Michael: You caught the bug. Well, in 1990, I can relate on so many levels because for me in 1990, I was committed to making sure that I showed up for my nine o’clock class.

Brad: And how did that go, Michael?

Michael: Not very well. I didn’t have a strong exit, you know?

Brad: What’s amazing about that part is that you kind of had to figure it out on the go, which is that entrepreneurial spirit that we were just talking about. But then that fear factor of “what did I just pull?”, and that motivates people pretty dang hard that you either fall down in a little fetal position, and you can’t move forward or you do what you did, which is alright, now I got to do something. So that’s awesome. I love the start of this. [00:09:00]

Nicole: It was a lot of fun and I learned so much in that period of time, but, you’re right. The fear is a huge motivator when you first get started.

Michael: Well. So what did you do after? So you got the bug, you did the aquarium exit, so tell us kind of where you went from there.

Nicole: Oh, gosh, from there, I took a couple of years off. It was a successful exit, I wasn’t sure exactly what I wanted to do. I spent some time in Europe and then when I came back, had a couple startups that I was a part of, some were successful, and some were terrible failures. And you learn actually more from the latter than you do the former, but that was a really great process going through my twenties. And when I got into my late twenties, I stumbled upon the MSO format in the legal field. So I ended up spending quite a few years acting as an MSO for lawyers [00:10:00] and helping them develop their practices and being able to partner in a way. And that’s what eventually led me into MedAesthetics.

Michael: So you went straight from legal into the kind of the medical spa world.

Nicole: I did, it wasn’t intentional. So I did have another exit, it was about 2009 and I kind of was doing my little early retirement, and I had a few years off and was enjoying it. And my entrance into medical aesthetics was I found a machine in 2012 that was fascinating to me, but it was a class three B laser. It was non-surgical fat removal, and I needed a doctor to purchase the machine. That, and my husband said you can’t buy $150,000 machine and then put it in the master bathroom. So it’s like, if I’m going to get this, I have to have a plan. I was just having [00:11:00] difficulty finding a physician and telling a girlfriend about that one day at lunch and her husband is an ocular plastic surgeon. And she went home and told him about what I wanted to do. And that night I had a phone call from him and Mike said, I hear you want to get into medicine. And that was really the first conversation we had, I explained my plan, what I wanted to do. And he thought it was a great idea. And we, again, set up an MSO type of situation with his practice. And that was my very first step into this industry.

Brad: Yeah. And for our audience, she’s used the term MSO a couple of times that means Management Service Organization. So it’s not the actual entity that’s rendering the law side or not the entity providing the medical services it’s actually the management company that helps with it.

Michael: Yeah. I’m curious too, because it’s an unusual story. You don’t see as many MSOs in the legal side, but [00:12:00] it is the same concept. Was it intuitive when you got into medicine that that’s what you were going to need? Was that kind of that same management services organization concept?

Nicole: It was a loose concept. Yes. I knew I could not, as a non-provider, own the medical practice, but there was a way that I needed to be able to invest the money and then be able to run the non-medical portion of it. So we didn’t have the formal legal setup for it, but we were just in a very informal way set up that way. The flow of funds were set up in the way I was able to be compensated.

Michael: So as you’ve kind of gone, like, serial entrepreneur we know you’ve been doing deals and looking at opportunities, basically your whole career. What is your skillset that you’ve kind of found in yourself that you bring to a particular opportunity?

Nicole: Oh, gosh, well, [00:13:00] in medical aesthetics specifically, I think I’ve made about every mistake you can make in the industry. And that leads to a certain level of experience. But overall businesses, whether it’s medical aesthetics, publishing, fashion, restaurant, manufacturing, it’s being able to see the very high level 30,000 foot view, and then being able to dive deep into the details when you need to and seeing how it all plays together. So for me, it’s about making sure that the organization is creating a huge amount of value for its client’s health, whomever that may be, and then being able to make sure that the administration and operations are set up in a healthy, harmonious way. And so you have to be able to do that from many different levels of sight, and being able to dive down into the minutia as well. And that’s something I’ve been able to develop and really enjoy doing.

Brad: [00:14:00] So it sounds like when you’re picking your favorites, is it the high-level conceptual piece or is it the devil in the details? Cause you just covered a broad range. So when you’re picking now, since you’ve done it all, where do you like to sit?

Nicole: The high level is really fun because you get to do just the massive planning. That’s what I do, especially if I’m starting something from scratch. I do, I love that. I love to bring that out and create these large organizations to create something tangible out of what was just an idea three or six months ago, it was very rewarding. But the devil’s in the details when I start, or when I come into an existing practice or a company that’s struggling, I love digging deep and going in and just honing in where I see adjustments tweaks, or just overall, a fix that’s needed of some sort. So I love it all.

Michael: [00:15:00] It’s a unique skillset. We know so many entrepreneurs that probably fall more in the visionary side of things. Like they are risk takers, they see it. And they have a super power on their vision and even on the strategy side. But then they bring kind of some holes into the opportunity when it comes to other disciplines, whether it be finance, marketing, sales, et cetera. And so having an interest in diving deep is really interesting. And I think you said it best, no matter what, we learn from our failures in a far greater way than anything.

Brad: Yeah, that’s nice. You know, Nicole, our theme for this season for the Legal 123s with ByrdAdatto is when should I ask for help? And we would [00:16:00] love for you to share a story or your pearls of wisdom of what you’ve learned when you should ask for help when you’re starting or acquiring a business.

Nicole: Absolutely. Well, I mentioned earlier that when I first started in this industry, we loosely set something up, in the way of an MSO, but it was not entirely legally compliant. And I have to kind of tell on myself in this situation, because I think a lot of people find themselves in the same circumstance when you’re starting and you have limited funds and you’re really trying to manage expenses, you have to pick and choose what’s important. And I had Googled about medical spa law, and I found this strange guy out in Chicago. His name was Alex Tears managed to get it.

Brad: Sounds terrible.

Nicole: Yeah, I know horrible. I got a chance to get ahold of Alex and had a consultation with him and it was great. He gave me a full [00:17:00] understanding of the MSO format, what I needed for the MSA, the Management Service Agreement, between the two entities. But in the end I thought, no, I’m just going to go with somebody local, they’ll be more affordable. And I just thought I could do it on my own. Six months later, I found myself in a situation where all of my documentation was being scrutinized and we weren’t set up properly. So I think it took me a phone call and eating a little crow to call Alex and Renee and say, please help me set this up for me in the proper way. And we’ve been doing it that way ever since. So that right there, I think anybody who’s starting in the industry, when do I ask for help? As soon as you decide, you want to move forward, make sure you put the budget in place and you take the time to make sure you’re legally set up in a compliant fashion. It’s just going to help you in the long run. And [00:18:00] I’ve learned that the hard way, I wish I could do it from a place of superiority, but no, I tend to make the mistake first. And then, one of the other things I wanted to mention is when you’re asking for help, make sure all of your documentation is in place. Something that we recently had was our very first medical malpractice claim and the first one out of all the locations in nine years. And it was related to, of all things, laser hair removal, the lawyers for the insurance company, took a look at everything we had. They had other doctors weigh in on the settings compared to what the service should be. And we were deemed to be all in the right, what ended up being a problem for us was our consent form. And so out of all of this time and all of these treatments that we’ve all done, what ended up taking us down, and it wasn’t terrible in the end, but it was frustrating to know that it was [00:19:00] just a consent form that wasn’t completely written correctly. And once they poked a hole in one part of it, they were able to dismantle the legitimacy of the entire form. So these are things that people don’t think of in the beginning until you go through it. So it’s much, much better to make sure you’ve got everything covered from a legal point of view.

Michael: That’s great. And I can’t agree enough, especially in a heavily regulated industry, like medical and legal that these are professional services, and you, as someone who’s not licensed in those professions have to, the MSO is a fantastic tool, but it has to be used in the right way. And so we’ve had many episodes where we talk about form and substance and you can’t just print a document off [00:20:00] and plug it in and that works, it actually has to line up with what you’re doing in your business.

Brad: Yeah. And I think something else you said, Nicole, which rings true for, I think anyone who’s taking the entrepreneur spirit, it’s there’s no guarantees, right? And those who make mistakes and say, well, I learned a lot from that, they’re not going to make that mistake again because they learn something from that mistake, and then they use it in a more positive way. Those who think it’s a mistake, and then they quit because of it that, it beats them up too much. I can say that Michael has made a lot of mistakes. And so luckily I have not, I’ve made all good decisions.

Michael: The only mistake I’ve made is who I picked as a partner. I mean, let’s be fair.

Brad: But no, and I think that’s a great takeaway for a lot of people is that learn from your mistakes. And obviously hopefully, as you said, some of the mistakes you’ve made were minor, so it didn’t impact you in a major way. [00:21:00] But at the same time you were able to realize, okay, I can’t do that anymore, this is what I need to find to keep moving forward. That mistakes not going to own me, but I’m going to be able to move forward. So I think that’s a great outlook to have, and which why you’ve been a serial entrepreneur and been able to go in so many different industries from apparently fish to lawyers. I don’t know if that smells better, does the lawyer smell better or the fish? I don’t know if I don’t want to go there. And then go into the medical side to make the lawyers look better on the aesthetic side. I mean, you’ve jumped into three giant different industries and you’ve done well, in all of them. So that just shows you that you’re able to pivot very quickly and think on your feet.

Nicole: Well, thank you guys. I appreciate that. And you know, I would love to weigh in on one more thing. I don’t want to put a lot of fear in the industry by any means, but something I am seeing a lot lately is this. Because of the competition in the industry, people who are already in the market, and they see someone else coming into a market, [00:22:00] instead of just competing head to head in a healthy manner, what you’re starting to see is existing practices reporting other practices anonymously for trumped up charges. But what happens is that will trigger an investigation, whether it’s the medical commission, the nursing commission or the secretary of state. And you can be clear on absolutely everything that they are reporting you for, but they’re going to dive deep on everything that you’re doing. So whether it’s a medical practice, an MSO, et cetera. So that’s another reason I really think it’s important for the people who are listening, and anybody who’s interested in getting into medical aesthetics, to really make sure that they are covered because there’s so much scrutiny now compared to what we saw even five and eight years ago.

Brad: Yeah, totally agree with that. It’s not good for the industry cause most of those people live in glass houses are throwing stones anyway. [00:23:00]

Nicole: Precisely.

Michael: Thank you for sharing that. And we have seen and experienced that our clients experience that and it’s a dangerous game. And one that is going to, I think, hurt the industry and it’s going to end up hurting the people that are turning in. Most boards, it’s easy to figure out who’s turning people in. And then you just get into this war, then that person’s getting turned in and you’re just lifting up the hood to your business for the investigators. And no matter how hard you work at compliance, it’s hard to stay a hundred percent compliant.

Nicole: Agreed, agreed.

Michael: Well, Nicole, we’re so grateful to have you on Legal 123s with BrydAdatto. We’re going to say [00:24:00] goodbye, go into commercial. And on the other side, Brad and I will share any legal insights we have from today’s episode. Thank you.

Nicole: Thanks guys. That was fun.

Access+: Many business owners use legal counsel as a last resort 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 [00:11:00] 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 today.

Brad: Welcome back to Legal 123s with ByrdAdatto. I’m your host Brad Adatto, and I’m still here with my cohost Michael Byrd. Now Michael, this season, the theme is: when should I ask for help? And I love being around Nicole because, as you can hear it, when [00:25:00] she talked to us, she has an incredible passion. I mean, she started very young being an entrepreneur. Her story is very inspiring. Comparatively, it was amazing what you did in 1990 by making your class at nine o’clock in the morning. She did a little bit better than you, but again, we’re not comparing you two, cause we all know that she’s better. And so some of the quick observations I had from her just in general, and it comes with entrepreneurs in their space is, is that a lot of times are really good at seeing the big picture and understanding. But what I loved about Nicole’s perspective is she could get into the details. And that’s so important because we always talk about on the compliance side, those details are super important. But she also learned what we started this episode on the 5- 50 rule, which is she tried to cut some corners in the beginning, which happens with our entrepreneurs. You don’t have an unlimited funds and learned by mistake that she actually ended up having to go out and hire someone else to fix those mistakes, because she didn’t surround herself [00:26:00] with those individuals that she needed to help, especially with these in the business and health care law world. Those laws can be very unique and very difficult, very quickly. So making sure you surround yourself with the right people, but that’s just some of my thoughts, and Michael, what are some of your final thoughts today?

Michael: It depends.

Brad: Okay. I don’t think you’re applying “it depends” correctly. As host of the podcast, you’re actually supposed to add some more than just it depends.

Michael: All right. I was just trying to practice what we were talking with Nicole about. Well, you mentioned, Brad, talking about the five 50 rule, and how that applies from a legal perspective. Nicole, she has an amazing ability to be in the details, as you mentioned, and has a vision, but she didn’t know the legal side, and [00:27:00] the penalties that were paid for her having to go back and fix something were probably more painful than she alluded to. We know it is when we’re fixing things for people that haven’t done things on the right end. And so it brings me back to the, when should I ask for help? Well if you’re an entrepreneur and you’re starting a business, you want to make sure if you’re getting into something that’s heavily regulated, like the medical aesthetics or the legal industries, that you get the right set up on the front end. And then if you happen to be just a dreamer type, then you want to get the detail people with you on the front end because it can get real painful to clean up later on.

Brad: Oh, that’s for certain.

Brad: Well, Michael, that was a fun re-listened to. I don’t know if you enjoyed it, but I love hearing how much better I was than you, in the episode as usual.

Michael: I know, and it’s weird, you actually look younger today than you did back then.

Brad: Well, we are near the aesthetic industry.

Michael: Yeah.

Brad: Weird.

Michael: Hmm.

Brad: Well, audience members, that’s all the time we have today for this season of the Hitchhikers Guide to M&A, but do [00:31:00] not panic. Next Wednesday, we will have a season preview of what we’re doing next season. Until then, have a great week.

Outro: Thanks again for joining us today. And remember, if you liked this episode, please subscribe. Make sure to give us a five- star rating and share with your friends. You can also sign up for the ByrdAdatto newsletter by going to our website at 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.

ByrdAdatto founding partner Michael Byrd

Michael S. Byrd

ByrdAdatto Founding Partner Bradford E. Adatto

Bradford E. Adatto