Change-of-Control vs. Anti-Assignment: “Deemed Assignments” in Customer and Supplier Contracts // Episode 48 of Dealmaking with Laura DiFrancesco

Change-of-Control vs. Anti-Assignment: “Deemed Assignments” in Customer and Supplier Contracts // Episode 48 of Dealmaking with Laura DiFrancesco

Thank you for tuning into another episode of Dealmaking With Laura DiFrancesco! Whether you’re selling a business or buying a business, it is really important to understand the change of control and anti-assignment provisions; because not only will they drive your deal structure, but they’ll ultimately drive your timeline, third party consents that are needed, and complexity of the transaction. Come back next time for more information on buying and selling businesses!  What You’ll Learn What is a change of control clause and what is an anti-assignment clause?  // The expectation when entering a contract is that you will continue doing business with the same party, and the terms you have negotiated are for that party alone. Ultimately this is often negotiated based on the negotiation leverage of the parties. A change of control provision is getting consent or giving notice to the contracting party if there is a change of ownership. ‘Deemed Assignment’  // Bridging the gap between the change of control and assignability provision, meaning that we will consider a change of control actual assignability, and then it may be subject to those rules around assignabilities.  Implications for Buyers // If you’re buying a business, you want to make sure how the material contracts are assignable, and what their change of control provisions are. The difficulty in transferring contracts is that ultimately it will impact the value of the business.  Negotiating Solutions Between Buyer and Seller // If seeking consent or notice, you may have to reach out to third parties. Sometimes, depending on how important the contract is, the parties may decide to risk it and obtain the consent post-closing. Others may just risk it completely and not get consent at all. Changing structure is another route commonly taken.  Best Practices // First and foremost, early contract review. Next, all of the consents and notices that we need to provide are going into the closing checklist and timeline. Lastly, contingencies.  Episode Highlights: [00:00] Intro  [02:09] Today’s Topic [07:08] ‘Deemed Assignments’  [07:43] Implications for Buyers [08:57] Negotiating Solutions [10:45] Best Practices [11:51] Ad Break [12:48] Real World Examples [20:37] Final Remarks/Outro  Resources Mentioned * Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page [https://lauradifrancesco.co/eta-landing-page]  * For free legal guides and resources // https://deanstreetlaw.com/resources [https://deanstreetlaw.com/resources]  * Unlock your legal roadmap to success with Acquisitions Insights  // https://lauradifrancesco.co/acquisitioninsights [https://lauradifrancesco.co/acquisitioninsights]  * Schedule your complimentary consultation with Dean Street Law today! https://www.deanstreetlaw.com/potential-client-questionnaire [https://www.deanstreetlaw.com/potential-client-questionnaire]  Connect with Us * Follow on Twitter: @LMDiFrancesco [https://x.com/LMDiFrancesco] // https://x.com/LMDiFrancesco [https://x.com/LMDiFrancesco]  * Follow on Instagram: @lauramdifrancesco [https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==] and @deanstreetlaw [https://www.instagram.com/deanstreetlaw/] // https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ== [https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==]  https://www.instagram.com/deanstreetlaw/ [https://www.instagram.com/deanstreetlaw/]  * Connect on LinkedIn: linkedin.com/in/lauradifrancesco [https://www.linkedin.com/in/lauradifrancesco] Our Sister Brands * Follow Flourish Coworking Space [https://www.flourishcoworking.com/] on Instagram: @flourishwestchester [http://instagram.com/flourishwestchester] // http://instagram.com/flourishwestchester [http://instagram.com/flourishwestchester]  * Follow Ethereal Farms [https://www.etherealfarms.co/] on Instagram: @etherealfarms [http://instagram.com/etherealfarms] // http://instagram.com/etherealfarms [http://instagram.com/etherealfarms]  * Check out my other podcast We Grow Together on Spotify [https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8] and Apple Music // https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8 [https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8]  https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488 [https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488]  Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com [http://deanstreelaw.com] to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.  Follow, rate, and review to help us reach more aspiring dealmakers like you! Credits Host // Laura DiFrancesco [ldifrancesco@deanstreetlaw.com] Editor // Ava Balliet

Experiencing an Investor Backed ETA Deal // Episode 47 of Dealmaking with Laura DiFrancesco

Thank you for tuning into another episode of Dealmaking With Laura DiFrancesco! In today's episode, we discuss what it is like to experience an investor-backed ETA deal. We go through the basics of what it entails, the different types of investors, the benefits, challenges, and tradeoffs. We then close off with who best fits this model and when to decide if you are ready to start this journey. Come back next time for more information on buying and selling small businesses!  What You’ll Learn What is an Investor Backed ETA Deal? // A practice as old as commerce itself, now being marketed to MBA students and beyond as a path to entrepreneurship. When and how you’re getting investors involved is important to determining your return on investment versus their return. Who your investors are also determines the general terms and structure availability of your deal.  Roles, Expectations, and Control // All of these aspects will be documented within the corporate governance document of your company, which could be created in many different ways. Corporate structure will be something we talk through with great detail, and then we will communicate with your accountant about financial forecasting.  Benefits of Partnering with PE // The number one benefit is capital. Sometimes this enables someone to buy a business who might have never been able to buy a business themselves. It also might give you the opportunity to finance a deal that may not traditionally be financeable. You also want to make the investor aware that there are benefits on their end of the deal too.  Challenges and Tradeoffs  // With investors there will be more pressure for performance, along with more oversight. Being aligned not only on the investment but on the exit as well is super important so that your expectations are understood. Structuring your relationship around clear communication and trust is a key factor to having success with conversations around your own vision and alignment.  Who this Model Fits Best // If you are someone who wants to become an operator, looking to gain capital, you have experience and you feel comfortable with this level of performance, then this might be a great opportunity for you.  Episode Highlights: [00:00] Intro [03:17] What is an investor backed ETA deal? [12:10] Ad break [13:10] Roles, expectations, and control [18:39] What are the benefits? [23:23] Challenges and trade-offs  [23:57] Who this model fits best [24:30] Closing  Resources Mentioned * Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page [https://lauradifrancesco.co/eta-landing-page] * For free legal guides and resources click HERE [https://deanstreetlaw.com/resources]. * Unlock your legal roadmap to success with Acquisitions Insights [https://lauradifrancesco.co/acquisitioninsights]  Connect with Us * Follow on Twitter: @LMDiFrancesco [https://x.com/LMDiFrancesco] * Follow on Instagram: @lauramdifrancesco [https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==] and @deanstreetlaw [https://www.instagram.com/deanstreetlaw/] * Connect on LinkedIn: linkedin.com/in/lauradifrancesco [https://www.linkedin.com/in/lauradifrancesco] Our Sister Brands * Follow Flourish Coworking Space [https://www.flourishcoworking.com/] on Instagram: @flourishwestchester [http://instagram.com/flourishwestchester]  * Follow Ethereal Farms [https://www.etherealfarms.co/] on Instagram: @etherealfarms [http://instagram.com/etherealfarms] * Check out my other podcast We Grow Together on Spotify and Apple Music  Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com [http://deanstreelaw.com] to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.  Follow, rate, and review to help us reach more aspiring dealmakers like you! Credits Host // Laura DiFrancesco Executive Producer // Teagan Rowland  Editor // Ava Balliet  #dealmaking [https://www.youtube.com/hashtag/dealmaking] #corporatelaw [https://www.youtube.com/hashtag/corporatelaw] #lawyer [https://www.youtube.com/hashtag/lawyer] #mergers [https://www.youtube.com/hashtag/mergers] #acquisition [https://www.youtube.com/hashtag/acquisition] #employer [https://www.youtube.com/hashtag/employer] #employee [https://www.youtube.com/hashtag/employee] https://www.youtube.com/hashtag/aiinbusiness#communication #client-lawyerrelations #transitionmanagement #smallbusiness #buyingasmallbusiness

Purchasing a Family Owned Business // Episode 46 of Dealmaking with Laura DiFrancesco

Thank you for joining us for another episode of Dealmaking With Laura DiFrancesco! In today’s episode, we go over what to expect when acquiring a family owned business. First, finding out the details of who is making all the decisions behind the scenes, then understanding what they want to maintain with the business going forward, and most importantly building trust. Come back in two weeks to see what we have in store for the next episode.  What You’ll Learn Internal Decision Making // Finding out exactly who owns the business is an important first step. It is not always clear who is the sole owner of the business, especially when talking about family owned businesses. This can have a significant impact on the deal. Legacy, Succession Planning, Emotions // It is up to you as the buyer to ask questions regarding the expectations around succession planning and legacy. We want to be as clear as possible to avoid tension and misunderstandings. Prioritizing continuity and making sure the family is comfortable selling the business is extremely important.  Building Trust // For any seller it is going to be very hard to sell their business. It can be a very emotional process, and we want to respect that. Making sure they are comfortable and getting counsel engaged as soon as possible will help to maintain clear communication and make the process as smooth as possible.  Evaluation and Negotiation // Most importantly, maintain a positive relationship. Having counsel that is kind, fair, and respectful can make all the difference. It’s not just financial considerations, it’s emotional ones too. Keeping the buyer informed from the beginning is also important. Some people may have no idea what to expect when it comes to paperwork, so keeping them in the loop from the start can help with preventing anyone from being blindsided or overwhelmed.  Episode Highlights: [00:00] Introduction  [05:44] Internal Decision Making  [10:07] Legacy, Succession Planning, Emotions [15:00] Ad Break [16:00] Building Trust [21:36] Ad Break [22:35] Evaluation and Negotiation [28:17] Closing Statements  Resources Mentioned * Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page [https://lauradifrancesco.co/eta-landing-page] * For free legal guides and resources click HERE [https://deanstreetlaw.com/resources]. * Unlock your legal roadmap to success with Acquisitions Insights [https://lauradifrancesco.co/acquisitioninsights]  Connect with Us * Follow on Twitter: @LMDiFrancesco [https://x.com/LMDiFrancesco] * Follow on Instagram: @lauramdifrancesco [https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==] and @deanstreetlaw [https://www.instagram.com/deanstreetlaw/] * Connect on LinkedIn: linkedin.com/in/lauradifrancesco [https://www.linkedin.com/in/lauradifrancesco] Our Sister Brands * Follow Flourish Coworking Space [https://www.flourishcoworking.com/] on Instagram: @flourishwestchester [http://instagram.com/flourishwestchester]  * Follow Ethereal Farms [https://www.etherealfarms.co/] on Instagram: @etherealfarms [http://instagram.com/etherealfarms] * Check out my other podcast We Grow Together on Spotify and Apple Music  Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com [http://deanstreelaw.com] to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.  Follow, rate, and review to help us reach more aspiring dealmakers like you! Credits Host // Laura DiFrancesco Executive Producer // Teagan Rowland  Editor // Ava Balliet  #dealmaking [https://www.youtube.com/hashtag/dealmaking] #corporatelaw [https://www.youtube.com/hashtag/corporatelaw] #lawyer [https://www.youtube.com/hashtag/lawyer] #mergers [https://www.youtube.com/hashtag/mergers] #acquisition [https://www.youtube.com/hashtag/acquisition] #employer [https://www.youtube.com/hashtag/employer] #employee [https://www.youtube.com/hashtag/employee] https://www.youtube.com/hashtag/aiinbusiness#communication #client-lawyerrelations #transitionmanagement #smallbusiness #buyingasmallbusiness #familyownedbusiness

Acquiring a Government Contract // Episode 45 of Dealmaking with Laura DiFrancesco

Thank you for tuning in for another episode of Dealmaking with Laura DiFrancesco! On today’s episode, Laura goes into the process of acquiring a government business. The most important thing is knowing the details of the contracts, and having a legal team by your side the whole way through will help tremendously. Also knowing exactly what business you are getting into is super important because you need to understand what kind of contracts you can be eligible for and the qualifications that are behind them.  What You’ll Learn Important Factors and Different Facets Coming into Play  // Is there a risk? Is there a bidding process? Is it subject to funding? These are all questions to be asked when deciding what type of government funding could be used for your business. It is very important to look at the actual contract and see what kind of provisions they have in regards to termination and funding.  Using Uniqueness of the Business to Your Advantage // When working with government contracts, there are benefits to being a small disadvantaged business. As the buyer, you must then consider if you will be able to continue to get those benefits once having bought the business.  Contract Nuances when Transferring the Business // In a stock purchase we are looking for change of control provisions and assignment provisions. In regards to time, you can inquire for an estimate but ultimately it is out of your control.  Mitigating Risk in the Purchase Agreement  // We want to make sure that there are strong representations and warranties regarding regulatory compliance and the knowledge of the renewal of contracts. We really want to make sure that the business that we are buying is what we really think it is.  Contracts are Everything // Getting legal help involved as soon as possible because they are most familiar with the process and possible nuances involved. Along with that, working rapidly on due diligence to prepare for closing. Time is money, and working with government contracting will ultimately lead to a longer process, so the more efficient you can be, the quicker you can close.  Episode Highlights: [00:00] Important Factors [07:00] Risks and Obligations Unique to your Business  [10:43] Ad Break [11:42] Contract Nuances  [14:14] Mitigating Risk in Purchase Agreements [18:44] Closing Statements  Resources Mentioned * Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page [https://lauradifrancesco.co/eta-landing-page] * For free legal guides and resources click HERE [https://deanstreetlaw.com/resources]. * Unlock your legal roadmap to success with Acquisitions Insights [https://lauradifrancesco.co/acquisitioninsights]  Connect with Us * Follow on Twitter: @LMDiFrancesco [https://x.com/LMDiFrancesco] * Follow on Instagram: @lauramdifrancesco [https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==] and @deanstreetlaw [https://www.instagram.com/deanstreetlaw/] * Connect on LinkedIn: linkedin.com/in/lauradifrancesco [https://www.linkedin.com/in/lauradifrancesco] Our Sister Brands * Follow Flourish Coworking Space [https://www.flourishcoworking.com/] on Instagram: @flourishwestchester [http://instagram.com/flourishwestchester]  * Follow Ethereal Farms [https://www.etherealfarms.co/] on Instagram: @etherealfarms [http://instagram.com/etherealfarms] * Check out my other podcast We Grow Together on Spotify and Apple Music  Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com [http://deanstreelaw.com] to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.  Follow, rate, and review to help us reach more aspiring dealmakers like you! Credits Host // Laura DiFrancesco Executive Producer // Teagan Rowland  Editor // Ava Balliet  #dealmaking [https://www.youtube.com/hashtag/dealmaking] #corporatelaw [https://www.youtube.com/hashtag/corporatelaw] #lawyer [https://www.youtube.com/hashtag/lawyer] #mergers [https://www.youtube.com/hashtag/mergers] #acquisition [https://www.youtube.com/hashtag/acquisition] #employer [https://www.youtube.com/hashtag/employer] #employee [https://www.youtube.com/hashtag/employee] https://www.youtube.com/hashtag/aiinbusiness#communication #client-lawyerrelations #transitionmanagement #smallbusiness #buyingasmallbusiness #governmentcontract

Timeline of Buying a Business // Episode 44 of Dealmaking with Laura DiFrancesco

Thank you for joining us on today’s episode of Dealmaking with Laura DiFrancesco! In this episode we discussed the general timeline of buying a business. Although there are many factors into the length of time it takes to close a deal, Laura is able to give a solid idea of what to expect. She also goes into detail about what those different factors are. Laura then goes through the different phases, including but not limited to the search fund, negotiation of documents, and preparations for closing. Then, we take a look into the most common delays; lack of meaningful progress, financing, unexpected litigation, and response timing from all parties. Come back next week to learn about acquiring a government contract!  What You’ll Learn General Timeline Expectations  // Once you are under LOI and if you are already engaged with a lender, expect it to take 60 to 90 days. With that said, there are a ton of different factors going into it from the sellers side and it all depends on their schedule as well. If you are fundraising or it is a licensed business, it will most likely take longer. By starting legal right away, your timeline will be condensed. You want to spend money investing in the business proactively to get a higher return on your investment.  Different Phases // First comes the search fund, looking at what there is online as well as doing their own proprietary search is where we see the highest success rates. Next comes negotiation of initial documents; the non-disclosure agreement and letter of intent. Time is money, being honest and transparent about the time it takes but moving forward as quickly as you can is the best way to mitigate the risk that the time will cost you so much money. Then comes preparation for closing, this typically takes a few days. All documents need to be prepared to be signed and a closing date must be set in order to pull payoff letters and to have the lender able to sign as well.  Common Delays // The number one delay is lack of meaningful progress. Number two is financing. As of lately there has been a lot of geopolitical uncertainty and politics playing more of a role. Occasionally there is also unexpected litigation. Responsiveness and response time coming from both parties is a huge factor as well, along with contract negotiation.  Episode Highlights: [00:00] Intro [04:15] What to Expect [06:30] General Timeline  [10:48] Ad Break [11:45] Phase One - Search Fund [14:00] Phase Two - Negotiating  [25:05] Phase Three - Preparing for Closing  [29:06] Ad Break [30:05] Common Delays  [38:20] Third-Party Consent [41:54] Closing Statements and Outro  Resources Mentioned * Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page [https://lauradifrancesco.co/eta-landing-page] * For free legal guides and resources click HERE [https://deanstreetlaw.com/resources]. * Unlock your legal roadmap to success with Acquisitions Insights [https://lauradifrancesco.co/acquisitioninsights]  Connect with Us * Follow on Twitter: @LMDiFrancesco [https://x.com/LMDiFrancesco] * Follow on Instagram: @lauramdifrancesco [https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==] and @deanstreetlaw [https://www.instagram.com/deanstreetlaw/] * Connect on LinkedIn: linkedin.com/in/lauradifrancesco [https://www.linkedin.com/in/lauradifrancesco] Our Sister Brands * Follow Flourish Coworking Space [https://www.flourishcoworking.com/] on Instagram: @flourishwestchester [http://instagram.com/flourishwestchester]  * Follow Ethereal Farms [https://www.etherealfarms.co/] on Instagram: @etherealfarms [http://instagram.com/etherealfarms] * Check out my other podcast We Grow Together on Spotify and Apple Music  Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com [http://deanstreelaw.com] to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.  Follow, rate, and review to help us reach more aspiring dealmakers like you! Credits Host // Laura DiFrancesco Editor // Ava Balliet  #dealmaking [https://www.youtube.com/hashtag/dealmaking] #corporatelaw [https://www.youtube.com/hashtag/corporatelaw] #lawyer [https://www.youtube.com/hashtag/lawyer] #mergers [https://www.youtube.com/hashtag/mergers] #acquisition [https://www.youtube.com/hashtag/acquisition] #employer [https://www.youtube.com/hashtag/employer] #employee [https://www.youtube.com/hashtag/employee] https://www.youtube.com/hashtag/aiinbusiness