Legal Deal Killers: How to Avoid Them

Transcript

Andy and Jessica welcome you to another episode of The Deal Board Podcast. They will discuss along with the expert the real legal deal killers and how to avoid them. Buying and selling a business is a legal transaction, and there is a need for specialized attorneys.

Listen to two great interviews: Corey Kupfer, an M&A attorney practicing in New York who shares the top three things you should prepare for from the legal side of the transaction, and Jackie Howe, General Counsel for Transworld Florida. She is an expert on how people get themselves in trouble in deals and end up in violations, and she shares her knowledge and advice today.

Listing of the week:

– Tom Milana is selling a Mexican food restaurant that has been operating for 40 years in Fort Lauderdale, it is a real true icon, and they serve some of the best authentic Mexican food. It has 265 seats, including a full-service bar, outdoor seating, and private room, and is located in a very busy tourist area. This year’s revenue is $1.6 million. Listing price: $599,000 (they are willing to do seller financing). Email Tom at [email protected] or call him at (561) 702-6867.

Key Takeaways

[4:13] Corey talks about the number one mistake he sees business owners make.

[6:30] No. 1: Everything can become a major obstacle when you don’t know exactly what you are looking for.

[7:51] No. 2: Corey considers getting your emotions to engage in a business deal a legal deal killer.

[9:48] Has Corey seen clients who have handled their emotions well?

[13:00] Corey talks about the possible consequences of not having clarity upfront.

[14:37] No.3: Everything is ultimately a business decision, but specific legal aspects can hold you back.

[17:47] Not having the right legal representation is a big mistake.

[18:06] How can someone select the right representative for their transaction, and when is the best time to bring them in the transaction?

[25:28] Corey talks about his firm and book: Authentic Negotiating.

[27:35] Deal of the week: Fernando Mello (Fort Lauderdale) just sold a distribution center, a four years old company that brings Brazilian products to the Brazilian community established in the US, mostly in Florida and Massachusetts. It was listed at $945,000 and was sold at the full listing price by someone brought by the business owner, who also offered a seller-financed package.

[32:45] Jackie Howe, General Counsel for Transworld Florida.

[34:10] Buying a business is a complicated thing, it is really hard to take shortcuts.

[35:47] Remember that brokers are not attorneys, they cannot give legal advice.

[39:29] You are only as good as your paperwork.

[42:40] Jackie advises avoiding litigation if possible.

[43:39] There is nothing binding in an LOI.

[45:10] Legally representing yourself in a business sale isn’t a good idea (and it’s illegal in many states.)

[49:03] Jackie talks about the case of lease assignments.

[50:40] Jackie describes a particular situation using the example of restaurants.

[54:56] If you know, you should disclose.

[1:01:21] Listing of the week: Tom Milana is selling a Mexican food Restaurant that has been operating for 40 years in Fort Lauderdale, it is a real true icon, and they serve some of the best authentic Mexican food. It has 265 seats, including a full-service bar, outdoor seating, and private room, and is located in a very busy tourist area. This year’s revenue is $1.6 million. Listing price: $599,000 (they are willing to do seller financing).

Show Notes

Call us — (888) 719-9098

Email us [email protected]

Call Fernando Mello at (561) 609-7371 or email [email protected].

Email Tom Milana at [email protected] or call him at (561) 702-6867.

Mentioned in This Episode

• The Deal Board Podcast
• Subscribe to The Deal Board Podcast YouTube Channel
• The Deal Board on LinkedIn
• The Deal Board on Facebook
• Transworld Business Advisors
• Transworld Business Advisors on LinkedIn
• Transworld Business Advisors on Facebook
• United Franchise Group
• Learn more about Corey Kupfer by visiting Kupfer Associates
• Get the Book
• Learn more about Jackie Howe