Episode 156 – Sealing the Deal: The Critical Role of Management Meetings in the Successful Sale of Your Firm – Member Case by Matt Rosen

Matt Rosen

In this session, we delve into the pivotal function management meetings serve during the intricate process of selling a firm. We’ll explore how these gatherings can effectively showcase the company’s strengths, address potential concerns, and foster a sense of trust and transparency with prospective buyers. Attendees will learn how to leverage management meetings to not only impress buyers but also to secure a favorable sale outcome.

TRANSCRIPT

Greg Alexander [00:00:15] Hey, everybody. This is Greg Alexander, the host of the Pro Serve podcast. Brought to you by Collective 54, the first community dedicated to founders of small services firms trying to grow, scale and someday sell their firms. On this episode, we’re going to talk about the mechanics of exiting your firm. In particular, this thing called the management meetings, which typically happens during due diligence. And we’ve got a well-respected, long-tenured, well-liked member of Collective 54 with us today. His name is Matt Rosen, and Matt has recently gone through his successful exit and lived through the management meetings and has a lot to share with us. So, Matt, as always, it’s great to see you. Thanks for being here. And would you introduce yourself to the audience? 

Matt Rosen [00:01:08] Yeah, too kind of an introduction, Greg. Thanks for having me on the podcast. So I’m Matt Rosen and I’m founder and CEO of A Leader. A Leader is a consultancy focused on digital excellence that helps our clients with everything from technology, strategy and user experience through custom dev integration data and then supporting the solutions that we build. And so we went through an entire process and an exit to an investor about a year ago. And it’s been a really a great experience, better than I actually thought it could be. And Collective 54 was a great help at every step along the way. 

Greg Alexander [00:01:48] Great. All right. Well, let’s jump into it. So we’re going to talk about management meeting. So let me start with the very basics, Matt. So you went through this exit. Give us a definition of the management meeting or meetings and kind of. When did that happen? And walk us through the basics of this. 

Matt Rosen [00:02:10] Yeah. So we actually started looking at options in 2021 where I’d say we had a few dates where we had an investment banker bring us both a private equity firm and a strategic. And so they came in and spent some time with us. But it was in 2022 we really went through a formal process where we built a SIM, did equality of earnings, sent it out, and then we really had two stages of meetings. We had what they termed as fireside chats. So this would be a one hour conversation with the prospective buyer. And it was only after we had an intent of interest or an IOI that we actually did management meetings which were like a four-hour onsite session. So for the fireside chats, these were more of an introduction. These were mostly held via Zoom teams, virtual meeting with other the we really looked at a couple of different classes of buyers. There were strategics, there was private equity-backed strategics, and then there was private equities that were looking for us to be the platform. We decided early on that the only way we were going to do a transaction was if we were the platform and we were the right size and had the right team to do that. And so as we were evaluating different options, it was myself, my chief operating officer, my chief strategy officer that were involved in the majority of the meetings, both at the fireside chat stage and then the management meeting. 

Greg Alexander [00:03:39] Okay, perfect. So let’s talk about the fireside chats first. So one our Zoom meetings, three people from your team with potential acquirers on the other end of the line. The objective is an introduction. So tell me a little bit about what was covered during those meetings and how you prepared for them. 

Matt Rosen [00:04:00] Yes. So everyone had our SIM and our quality of earnings, so they already had a base understanding of our business. So I think a lot of it was just trying to for them to understand us, who they were talking to and for us to understand them. And I wish I could say we did tons of prep. We really showed up and just shared who we were and what we were looking for. We had rehearsed things like, Hey, what’s the one question we don’t want to get asked? And, you know, we’re places they’re going to take us that we need to have prepared responses. And so we practiced those. But really, once the fireside chats got going, we were doing a couple of day. We probably did. I would say somewhere between 15 and 20 of them. And at this stage, I was really more evaluating the prospective buyers than they were probably evaluating me. And the ones that I really respected were the ones that asked, Why? Why are you all here? Why do you want to do a transaction? What are each one of you looking for? Professionally and personally out of this? And there was only a couple of them that really asked that question. And so it was kind of funny. We actually knew who we were going to. Our top choice was after the fireside chat. Now, obviously, we kept everybody else engaged to keep a competitive process going, but it was pretty apparent early on to who we wanted to partner with. Yeah, but the type of questions they asked was, you know, tell us about the founding of the company. Tell us about what each one of you does. Talk about, you know, top clients talk about how you retain your people. It’s all very, I would say, basic and high-level information that, you know, frankly, is in the same. I think they just want to see how you’re going to answer it. So I found the fireside chats to be, you know, light engagement. And it was interesting. There were some of the big strategics that literally just wanted to tell you their process, asked very few questions. And so we eliminated some of those very, very early on because there were those that were looking to stroke of a true partnership and those who just want to acquire a bunch of people and capabilities and push us to the side. One story I will share that one of the groups that came in to look at us as a platform had the audacity to come into the fireside chat and tell me that they went from founder-led to professionally managed. So the three of us walked out of that meeting and debriefed and were like, Well, all of us can be out of a job in about 18 months if we choose this group. So we kept them around and I won’t name them for confidentiality purposes, but you know, they were really rough to deal with throughout the process and were exactly what I didn’t want a private equity sponsor. So it was good to have that contrast when we actually were serious about, Yeah. 

Greg Alexander [00:06:33] You know, and you were very fortunate and that you’ve built a great firm and it was growing, so you had a ton of interest. So 15 to 20 fireside chats was appropriate, you know, for, for members that might not be in that similar situation, they’re not at the same scale that Matt and his team are at. You might have fewer of those, but, you know, the goal was an introduction and it sounds like, you know, it was a bi-directional introduction and it served its purpose. All right. So let’s move to, you know, the official management meeting, not the fireside chat, but the real one. So tell me a little bit about you mentioned they were 4 hours in length, so quite a bit more intensive. Walk me through that. 

Matt Rosen [00:07:11] Yeah. So we were very fortunate, as Graham mentions, you know, we probably did 15 to 20 fireside chats. We had 11. I was actually a few people tried to preempt the process with letters of intent, but we said we wanted to go through the management team meetings before we signed off on an otherwise. So we invited, I think it was five groups to Dallas. One of the groups is actually based in Dallas. We just went to their offices, but we sat down in an afternoon session in a board room and walked through our SIM in detail. Oftentimes they had prepared a pitch of what a partnership with them would look like. To help us understand how would this relationship work? What would the board look like, what would their responsibilities be? You know, would they have an operating partner not have an operating partner? Then they really asked us a series of intensive questions and they dug pretty deep. I mean, they did their analysis. We did have some concentration risk, so they dug really, really deep into those relationships and really got to know who they were with. What was the nature of the work, How were we building it, what was the structure of the teams? And so they went pretty deep during those those four hour sessions. And after that, we either did a lunch or a dinner, which was, you know, them getting to know us as people and us getting to know them. And so those management team meetings required a bit more prep. We had wanted to representatives from our banker in the room with us, you know, to help with any detailed financial questions. But at this point in time, you know, they’d been exposed. We’re a data room. They pretty much had access to everything we had to share. We had nothing to hide. You know, we were fortunate not having any lawsuits or crazy things that happened. We run a pretty clean set of books for three years since I founded it. And so a lot of the questions we got that were the most challenging were really just around customers, people retention, what were plans to grow. We also shared with them we had a list of acquisition targets that we wanted to go after, and that’s part of the reason we took on an investment is I had never done M&A. I don’t know how to go to the capital markets and get money. And so we were looking for the expertise of a private equity partner that could bring both of those and take on some of the risk and let us take some chips off the table and recapitalize the company. 

Greg Alexander [00:09:27] So who was in the room? So it was it the same three you, your CEO, your chief strategy officer, plus a couple of people from your banker? And then who was in the room from the. Party? 

Matt Rosen [00:09:40] Yes, a good question. So we had two or three strategics and then three private equity platform meetings. And so when we met with the strategics, it would be their president, their head of M&A, and maybe a key person or two that we’re going to be involved in the integration that would be there. And we kept a really tight circle at later on the entire process. Almost nobody outside of the three of us knew other than our controller and our CTO, until the very, very end. We reveal it to them literally a week before we closed. And it was a really positive thing because we I give a lot of my rolled equity to our senior leadership team. It really sent them to stay. And so it was it was a good situation that we were able to explain. So during the strategic meetings, it was three or four people from their end, it was me, my CEO, Phil Leary, my Chief strategy officer, Trish Webb, that were that were in the room. And then literally the banking team head, Greg, who was the lead banker, and he had a team of four that were part of it to the transaction. And so it would be one or two of them that would be there for the meetings. One was the platform meetings. They were bringing the 2 to 3 folks that were going to be on our board. And so we got to see who we were going to be working with day in and day out over the next 3 to 5, seven year old period as we got to know them, because obviously those are the people who are going to be working with very closely. So there’s no bait-and-switch type scenario that we were talking to the folks that were going to be our board and our team until the next transaction. Yep. 

Greg Alexander [00:11:11] You mentioned Greg. That’s Greg Fink from Equity Tech, who’s also a member of Collective 54, and he was Matt Rosen’s banker. I’ve seen Greg execute these meetings. I’m assuming that Greg and his team played the role of facilitator. Is that correct? 

Matt Rosen [00:11:26] They did. They would tee up the meetings, they would organize that, they would get the agenda out ahead of time and they would keep things untracked. They were also really helpful when there was a really deep financial question asked, they were able to jump in, but for the most part it was the my myself and my senior leaders that really led the meeting and of really tried to have them do a lot of the talking. Obviously, they know the aspects of the business at a more detailed level than I did, and I was very fortunate to have Phil interest, you know, in the trenches with me preparing all the information and being there to present it and explain it to our potential suitors. 

Greg Alexander [00:12:01] Yep. And the content of the meeting was the same, correct? 

Matt Rosen [00:12:06] I’m sorry. 

Greg Alexander [00:12:07] The content of the meeting was the same as that, correct? 

Matt Rosen [00:12:11] The content of the meeting was the same, but generally what they were, it was very similar. They wanted to understand what was the founding story. What? How did we go to market? What did our customers look like? What type of work were we doing? What did we incent our people? And we retain our people? What differentiated us? What were our service offerings? And then it turned to, Well, if we become your partner, how are you going to grow? And that was more so in the platform conversations. They really wanted to understand who are we going to acquire, what strategic directions, where are we going to go, how are we going to expand our ability to go to market? When it was the strategics, it was more a conversation of how, how and where were we going to fit into their team? 

Greg Alexander [00:12:54] Yeah. Okay. You know, a point that I would like to add for listeners is that, you know, Matt suggested that he let his executive team do a lot of the talking. And that’s really smart. And that’s something that all of us should pay attention to, because when somebody is in a management meeting, an investor or strategic thinking about making an acquisition, they want to make sure that there’s a real team. You know, there’s not an overdependence on the founder because, you know, God forbid something happens to the founder, you know, does the firm fall apart? So it’s really important to have a solid management team in the management meetings. And I think that’s why these meetings are called management meetings, in part is to assess the quality of the management team. All right, Matt, one last question before we wrap it up here is, you know, was this a high-stress moment for you? And, you know, and looking back on it now, was the stress appropriate or were they easier than you thought they were going to be? Kind of give us a retrospective? 

Matt Rosen [00:13:49] Sure. Yeah. So I’m sitting here. The transaction happened in September of 2022. So we’re know, 13 months in now. And looking back on it, you know, the process itself was not quite as grueling as I had envisioned it to be, at least not the fireside chats and the management team meetings. I mean, I had to get together with people and talk about my business, and that’s what I do all day long. I would say it was by much more stressful for my CFO and Chief strategy officer, as well as our controller, who had to put together a lot of the documents in preparation meeting. I think they had a bit more PTSD around the process than I did. You know, the meetings themselves. We were very fortunate. We didn’t have to sell the business. Not everyone’s in that position. So we went into it and I started almost every meeting saying if I can’t look my people and my clients in the eye and tell them this is good for everyone, not just me and my leaders, we’re not going to do the transaction. So we were in a position of strength from a negotiation standpoint with with all the suitors involved. And we had a lot of suitors at the table. Kotek and Greg ran a great process and had a lot of good options for us. So we were fortunate and the timing was right. And so I would say the hardest part was once we signed and although I went through due diligence, you know, where I got most heavily involved in the negotiation of legal contracts and employment agreements, the non-compete and all all the equity structure, I would say that was the most stressful part was the last couple of weeks leading up to closing. But the process itself of getting people interested in our business and talking about what we do, I actually found that kind of fun. You know, the only downside to it and anyone who goes through the process is you’ve got to have people kind of running the business as you’re selling the business because it’s easy to get distracted. And I think this happens with every firm is, you know, the whole process, you know, either ends with a sale without a sale, but with key leaders not keeping an eye on the ball, the business things do tend to slip. And so I think an important thing to think about if you’re about to go through a process, is make sure you have people that can sell the business, make sure you have people to run the business because it becomes a full-time job being part of a deal team. 

Greg Alexander [00:15:53] Yeah, that’s good advice. It is all time-consuming for sure. Okay, so let’s just put a bow on this thing. So we’re breaking down the mechanics of an exit. And today we spoke about one element of it, which was this mystical thing called the management meetings. And we learned that there’s really two types is the fireside chat. And then there’s a formal management meeting, and we learned a little bit about what their goal is, why they happen, who attends them, how you prepare, what’s covered, etc.. And and we heard from Matt Rosen who recently went through this. So so Matt, on behalf of all the membership, as always, thanks for coming and giving back to the community. Really appreciate it. 

Matt Rosen [00:16:31] But be on. Thanks for having me. 

Greg Alexander [00:16:33] All right. Well, a couple of calls to action for those that are listening. So first, if you’re a member, look for the meeting invitation formats, Q&A session, where you can ask him your questions directly of these management meetings. We’ll go into much more depth and allowed on a podcast. If you’re not a member and you think you might want to become one, go to Collective 54 dot com and fill out an application. We’ll get in contact with you. And if you’re not ready for that, you just want to kick the tires and learn a little bit more. Check out my book called The Boutique How to Start Scale and sell a professional services firm, which you can find on Amazon. Okay. With that, That’s the end of this week’s episode. I wish you all the best as you look to grow, scale and sell your firms.

Episode 153 – Small Giant Merges with Industry Titan: How a 10-Person Firm Successfully Sold Itself to a 300-Person Professional Service Behemoth – Expert Case by Bart Mroz

In this insightful case study, we delve into the remarkable journey of a nimble 10-person professional service firm as they navigate the complexities of selling their business to a 300-strong industry leader. From leveraging their specialized expertise to fostering a culture that resonated with their larger counterpart, this session discusses the key steps taken by the smaller firm to position themselves as an indispensable asset, paving the way for a merger that promises to be a win-win for all parties.

TRANSCRIPT

Greg Alexander [00:00:10] Hi, everyone. This is Greg Alexander, the host of the Pro Serv Podcast, brought to you by Collective 54, the first community dedicated to founders of small services firms that are trying to grow, scale, and someday sell their firms. On today’s episode, we’re going to talk about exiting a small service firm. It’s a very precise thing to do. It doesn’t happen a lot. So when it does happen, we want to shine a light on it and learn as much as we can. And we have an alumni of Collective 54 with us, Bart Mroz. Bart was on an episode of our show before way back in the day Episode 72. I think we’re like in the one seventies now, so it’s good to see you again. Bart. Would you please reacquaint yourself with our audience and provide us an introduction? 

Bart Mroz [00:01:05] Absolutely. It’s great to see you, Greg. Yeah, so I am for the last 13 and a half years, ran company called Sumo Heavy. We were an eCommerce consulting firm and button shop, working closely with enterprise level clients. We, I think, talk we’re talking about Discovery’s if on the rack. 

Greg Alexander [00:01:29] Yeah, you walked us through that and how that led to kind of long standing client relationships, which was an awesome episode. 

Bart Mroz [00:01:36] Yeah, it was fantastic. So funny enough, I am an alumni of of the group. Part of it is because I was going through this all through the year. So. 

Greg Alexander [00:01:49] So yeah, so let’s talk about this. So I read the press release and thank thank you for sending that. I was so happy for you in your team. It’s the conclusion of an entrepreneurial journey. I know you’re still there and you’re still building, but it is a chapter in the story of an entrepreneur when this happens. So I just I want to start at a high level and just, you know, have you tell everybody what happened? And then I’ll have some questions for you. 

Bart Mroz [00:02:16] Sure. Where do I start? About a year ago. A little bit over a year now. I was needing to get out of the house and randomly went to. I was living in Princeton, New Jersey, randomly went to a place and bumped into now our VP of Innovation at the at ATX, which is my new company and just had a good chat with it and just randomly ran into somebody. And it it kind of took that took it to a conversation with them and then they came to Val was like, If you are ever willing to sell your company, let me know. And about six months later, I had a conversation. My business partner were kind of looking at what the market looks like. What are we doing after 13 and a half years is like, are we going to grow this or is there other avenues that we can have? And I gave him a call and then work through the summer and and we got to this point and then on September 1st we are fully acquired, which is always a challenging find. But as a smaller firm, it was it was interesting to go there. 

Greg Alexander [00:03:29] You know, the fact that this was a random encounter, you know, it makes you wonder if if the cosmos was lined up for you here and you were doing the right thing, that that’s a very hard luck. 

Bart Mroz [00:03:41] But also part taken that luck. Right? It’s the serendipity of it. Yes. It’s probably partially putting out there that there’s some need. But also, you know, people say is like always in luck. I think it was a luck thing because, you know, 30 minutes before or third means after walking, you know, until place, it could have changed it. Right. But then taking that opportunity that’s in front of you and have conversation with somebody random kind of get you to that point. 

Greg Alexander [00:04:09] Yeah. I mean, we’ve got to make the most of our lucky breaks and and not waste them. I get it totally. So what I was particularly interested to talk to you about today, because it’s so relevant to our community, is that you had a ten person firm and a lot of people feel that a ten person firm is a non sellable firm, yet you proved all those people wrong and you were able to sell your firm. So how did you overcome that and how did why was is it it is that right? Why was this why was it interested in you all? 

Bart Mroz [00:04:42] So at our height, so we’re 13 years, 13 and a half years, almost 14 at our height, we’re actually 30 and meaning 30 with our contractors, and we’re about 12. 13 at the most here in the States. But because we had this efficient, nimble kind of company, we got to work with larger clients, got to work with them long term. Have some way of a different way of working. As with our last podcast, it was about doing discoveries and discoveries. Because of that, it’s all our being the process and how we work and how we work with our clients. And the fact that we had long term clients was attractive to a bigger company, but also for us from our perspective. Once we started talking to them. It became very clear that there just a very large version of us. We’re like a micro version, meaning our culture is the same. We kind of think the same way. We want to go after the same things. It kind of became clear this is making more and more sense. Now, this was, you know, we got acquired in this one, but this was not our first go at trying to get acquired. We’ve done it two years beforehand and it just didn’t fit what we wanted. And we said no, 80% because of culture. And 20% of because money just made it financially didn’t make sense. Like it just it wasn’t working. The numbers didn’t make sense and all that. So a lot of it was culture or a lot of was that the other side of it for us was having access to a bigger. Of services. You know, we’re very structured on e-commerce, but we’ve never had UX or design or marketing or other things we were trying to pursue. Now we do, you know, it takes us 300 people. So it’s a bigger company. We have a lot more services. On the other side of that, I it had a little bit of econ going on with them. With us, they have the knowledge base now of bigger econ that they can kind of pursue. 

Greg Alexander [00:07:06] Yeah. You know, the lesson here for those that are listening is that when a large firm is thinking about buying a small firm, they often go through a framework called Build, buy or partner. 

Bart Mroz [00:07:19] Mm hmm. 

Greg Alexander [00:07:19] And what I mean by that is they’ll have a gap in their service offering. So in Bard’s case, that was AECOM. And they say to themselves, okay, if we want to fill this gap ourselves, we’re going to build it. Here’s how long it’s going to take his on which money it’s going to cost. And here’s the probability of success. If we were to go partner with somebody. You know, who are those partnerships and same conversation. How long, how much in probability success. And if we buy someone, same thing. So if I compare those items, you know, as a larger firm, what’s better for me, it’s it’s a a way to think through the options. So obviously, in Bart’s case, it just made a lot more sense for them because they could go faster, they had a greater probability of success and, you know, the cost was comparable. So why not go ahead and and buy a firm like Bartz and bring them in? Yeah. 

Bart Mroz [00:08:06] I mean, you’re, you’re looking at you know, do you bring like this is this was our problem too. Like we at least twice a year we would think about do we build design and use sort of practice internally every year, twice a year without fail? And we just never did it. Right. But also, you know, when you’re doing this, you’re acquiring not only the the staff, the team members who are knowledgeable, especially in small firms, they probably have a lot of senior people because they’re willing to do that work, especially if they’re working with bigger clients. There’s growing client. So you have both. Right. You have not only the knowledge base, but also clients, and then you can bring all that knowledge base. You know, it’s a nice circular thing. It just beneficial to every single step. 

Greg Alexander [00:08:49] Yeah, for sure. And it’s beneficial to everybody, including the client, because now you have more things to offer the client, and that’s normally how the justification gets made. The business justification is. So Bart had a great client roster and I t-x, you know, wanted access to that roster and vice versa. I text probably had a great client roster and you guys want access to it. So then the question is, okay, so if we join forces is one plus one equals three here. And obviously it did. So that’s part of the equation. So if you’re if you’re a smaller firm and you’re thinking about selling, you got to ask yourself that question, like, what is the synergy? I don’t mean the cost synergy, I mean the revenue synergy. If we shared clients and we had brought a service set, you know, how much more revenue could we drive by? My next question was I was I was reading in prep for this interview some of the local press that that covered you, by the way. I had no idea you were such a towering figure in the local tech community. Congrats. 

Bart Mroz [00:09:41] Not but thank you. 

Greg Alexander [00:09:43] A lot of the articles were people worried about, you know, you leaving and not participating in all that. One of them classified your acquisition as an acqui hire, which is the merging of two words, an acquisition and a hiring of a team called an acqui hire. Very common in the tech world, not as common in the service world. So that intrigued me. Is that a fair description as to what happened in or not? And what do you think about this idea? 

Bart Mroz [00:10:12] It’s a very it’s actually, Greg, I’m going to correct you, but it’s actually very common right now. Is it really. 

Greg Alexander [00:10:17] Interesting? 

Bart Mroz [00:10:18] Oh, yeah. The same day that we got acquired, one of my friends companies that I acquired Acquired like that. Yeah. So basically the idea is they’re they’re hiring you and they’re acquiring you, basically acquiring, you know, your clients or your things, but also hiring rest of your team. Yeah. So for me, it’s not like the whole team went. So we are now owned by biotechs, Right. But it’s still within those. Rob’s right, my friends. Like, I think the same they I would say four different companies, one within. Between and every single company was between ten and 20 people. Wow. Yeah. From from different. You know, they got fired by other places, obviously, but literally same day and all friends. But yeah, we we all knew this was all happening at the same time, which was really funny. So it’s it’s in service business right now is is that is going to happen and I think that’s it’s a correct statement. I don’t you know some people think it a bit as a as a bad thing. I think it’s fine. I think it’s it’s I feel like it’s worse when it’s a startup, you know, it gets acquired and then it’s like, oh, it’s purchase and stuff like that. When it comes to services, I mean, there’s, you know, we’re not billing it or not. We don’t have technology to sell. We just have humans and humans making things for other clients, right? So it’s it is what it is. Yeah. And I think that’s a good thing. It’s, it’s not it’s, I think it’s a better thing when it comes to service companies because they’re, they’re actually acquiring the whole thing with the team members and the team players don’t get fired, you know, then they lose their jobs. They’re still they’re still there. You know, I. 

Greg Alexander [00:11:57] Mean, I agree. I agree. I think it’s a it’s a much better thing. And I personally don’t view the term as a negative term. I view it as a positive term, although I have read the things that you’ve read where sometimes people talk negatively about it, particularly in the startup context, as a way to kind of firesale a failed startup. But in services it says it’s a people business. It makes a lot of sense and it’s just it’s a mechanism to get a deal done. And I think for the smaller firms, let’s say sub 50 people, it’s an avenue worth pursuing if if that’s something that you want to do. So. So what’s life like for you now that you’re part of a bigger firm? 

Bart Mroz [00:12:37] It’s been it’s been two months, literally, actually two day. So eight weeks. Stressful, crazy, fun all at the same time. You know, as you can imagine, I’m coming from doing a lot of the admin stuff and a lot of sales and that things that that, you know, that requires company to do My business partner was the production side of it and delivery. So he’s stepping into having a delivery team that’s his that’s still our you know, our people. I’m step by step into the sort of the sales operation or what we call engagement leads the management and sales that’s side. And I’m actually really happy to have four or five coworkers in that space now because I was doing this by myself. Yeah, so that’s kind of fun. Um, it’s still, it’s a little bit stressful just because moving, you know, moving your clients over, getting all of those, all those things wrapped up and moving stuff around. Like that’s a lot of stuff while trying to get through, you know, learning all the processes internally for the new company. Also at the same time, having my own sort of business that’s going on at the same time for the company. Um, but that’s going to settle down. It’s slowly settling down of story, you know, starting to get the hang of it and but it’s exciting. I think it’s exciting. A new chapter, you know, you are so used to doing your thing for I mean I did on my own for besides, you know, I’ve been on my own for 20 years on which is kind of fun Now, I haven’t worked for somebody for 20 years. And so that’s kind of a change of pace. 

Greg Alexander [00:14:13] What’s it like having a boss? 

Bart Mroz [00:14:15] I have to. It’s great. Oh, well, believe it or not, I am. I am a happy camper. I have good people above me, good people working with me. And this is kind of funny, but I have no on working for me. Weirdly, I’m okay with that for the moment and not that like our team members were not. They’re great. They’re great people. It’s awesome. Just a just a breath. Taking a breath, I guess, is a good thing. 

Greg Alexander [00:14:42] Yeah. Awesome. All right, listen, we’re at our window here, but congrats to you and your team. I’m really happy for you. I can tell by listening to you and looking at you how happy you are. So that makes me feel great. So congratulations, man. 

Bart Mroz [00:14:57] Thank you so much, Greg. 

Greg Alexander [00:14:58] All right. All right. A few calls. Action for those that are listening. So if you’re a member and look for the meeting, invite for a board session with us, or you could be able to ask some questions to him directly. If you’re not a member, you want to become a member, go to the website and collected 54 and hit apply and we’ll get in touch with you. If you just want to learn more, check out the book The Boutique How to Start Scaling Sell a professional services firm on Amazon. Okay, Thanks, everybody. We’ll talk to you next time.

Episode 151 – Mastering the Exit: A Guide to Demystifying Due Diligence When Selling Your Business – Member Case by Jay Smith

Embarking on the journey of selling your firm can be as complex as it is exciting. In this session, we demystify the due diligence process, ensuring you navigate these critical waters with confidence. From legal audits to financial analysis to customer references and employee satisfaction reviews, we delve into the essential steps every seller should undertake to secure a transparent and advantageous deal.

TRANSCRIPT

Greg Alexander [00:00:10] Hi, everyone. This is Greg Alexander, the host of the Pro Serve podcast, brought to you by Collective 54, the first community dedicated to founders of small service firms who are trying to grow scale and maybe someday sell their firms. On today’s episode, we are continuing in a series and the series is around the mechanics of selling your firm. And we’ve been breaking down each of the individual items. And today we’re going to take a big bite into a juicy topic called due Diligence. And if you haven’t been through an exit before, you might think you know what due diligence is. But trust me, having been there and done that, you don’t it’s there’s a lot to it. And we have a fantastic member with us today. A collective 54 members name is Jay Smith. Jay’s wildlife, Well-liked, well respected. He’s been with us for a long time. He successfully exit his firm Security seven and went through due diligence and he’s lived to tell about it. So he’s going to share some of his wisdom with us today. So, Jase, good to see you. Thanks for being here. 

Jay Smith [00:01:21] Great, Great being here. Greg, Thanks again for allowing me to pontificate here about something that we were so passionate about maybe just 14 months ago. Yeah. 

Greg Alexander [00:01:30] So why don’t we start with the very basic first question, which is, you know, what is due diligence and when does it start and when does it end? 

Jay Smith [00:01:40] So I probably have two answers to the due diligence. Start and stop. I think technically most people would consider due diligence to start right after a signed letter of intent between the buyer and the seller. It probably is for most people’s timeline. At the conclusion of the the deal when you sign your security purchase agreement. From my perspective, though, we hired an investment banker and there was a due diligence prep which felt like due diligence at the time, going through it for the first time where we were, you know, pretty much interrogated by our investment banker on what our financials had in it in some of the stories behind it. And then, you know, from the from the end of that time period, I really felt like due diligence still still on, you know, continued to go after the security purchase agreement into the time when networking capitals were kind of all taken care of as well as escrow amounts were all taken care of. Right? So there was another period of diligence that happened after the after the close. So, you know, my my experience was I looked at it from an elongated standpoint because I was still being tested by a third party. But I think most people would consider it, you know, just after allowing just its signing of a security purchase agreement. 

Greg Alexander [00:02:54] I love your definition. So before the banker gets hired, the banker scrubbing you that as a form of due diligence and there’s a traditional sense, you know, between lie and close and then you know if there are some contingencies on the deal, you know, escrow it, whatever it is, it continues after the transaction. So that’s that’s a really good way of framing that up. So, Jay, in your case, you know, if you were to think back on it, how many months the you know, from start to finish, did that last. 

Jay Smith [00:03:22] We heard our investment banker till end of December of 21 and we finished up our agreement, you know, the signed security purchase agreement on 831. So probably probably a good strong eight months. And then after that, you know, escrow lasted, you know, two chunks, 12 months afterwards. Yeah. So you’re probably looking at maybe 24 ish or so months. Kind of tip the tail. 

Greg Alexander [00:03:52] Yeah, it can be a beast. So what are, you know, and maybe keep in mind that our audience of people that haven’t been through an exit before, so maybe a one on one answer here is suffice. What are the basic components of due diligence? 

Jay Smith [00:04:09] There were it was probably the the finance side was first. And I think from what I’ve learned is finance was first because it’s the least costly. And if the finance mechanics don’t make sense, then they’ll never get to the more costly phase, which is the legal side of it. So there was a financial side for sure. There was the legal side, and then there was, you know, customer satisfaction and employee satisfaction was something that was big with the the buying firm for us. So those were probably the major buckets. Each one of those buckets had various team members and there was cross-pollination of teams. So the legal folks had 14 members. Our legal team had four. You know, our investment banker had three. Our finance team had two. So, you know, and then there was cross-pollination of teams. Our CPA was talking to the tax lawyer. You. Yeah. You know. 

Greg Alexander [00:05:05] Let’s let’s break down each of these components for finance, legal customer set, employee set. So what what was in the finance bucket. 

Jay Smith [00:05:15] From a from a finance bucket. Obviously all your stuff, you know probably 3 or 5 years I think they were looking back forecast was was a pretty strong component of it. They are looking at any tax returns that you’ve got, both federal and state, various state levels. From our perspective, we’re a managed security service provider. We had a rental practice and a resale practice, maybe not like some of the other members, but there was tax and nexus considerations is part of ours. In the legal bucket. They were looking at anything that we’ve ever signed, any vendor contracts or any client contracts. They’re looking for a sign ability, which we made sure that we had in our contracts, that there was a majority share of our company that was sold that we could assign without written permission from our client. So that was something big, you know, is very transferable. Is it? Is it? Let’s see. The deal structure was something that was in the legal bucket for sure. There was various ways that we could have transacted the business, but it was a share purchase or an asset purchase. It was kind of a combination of both. So there was a share purchase, but we end up making a holding company which made the transaction legally a little bit more complicated, but it kind of took the best of each one of those. You know, buyer didn’t have significant backward looking ramifications and there was some tax breaks for doing it as well. 

Greg Alexander [00:06:52] And what was in the customer bucket? In the education? In the employee bucket? Excuse me. 

Jay Smith [00:06:56] Yeah, sorry, I forgot those two, But from a customer perspective, they started sending surveys out to our clients that were just a customer satisfaction or rating service from the employee side, probably pretty similarly. And the employee side also had some interviews of some key employees towards the tail end of the transaction, right? So we were hesitant to to show our employees, you know, that we were going to be transacting until we were reasonably convinced that this was going to happen. We segmented out some employees from others. You know, some of the some of the I would call the top performers, but some of the ones that were going to be more coveted, possibly in the new organization are going to be interviewed, you know, very old status, you know, kind of an above. But there were you know, it was it was a fair amount of diligence. And it’s, you know, as an owner, it’s very, very uncomfortable the whole day. Right now, you’re you know, you’re showing your cards. Yeah. And there’s a there were questions, you know, from you know, I have to partners and there were question marks about the timing of when you show which cards you know buyers encouraging all accounts to be showed or I’m sorry the seller I’m sorry the virus encouraging all cards to be shown and we didn’t want to show them all. I particularly didn’t want to show them all in due time. So there was some at wrestling matches, but there was some postponement of certain interviews in certain times. 

Greg Alexander [00:08:28] Okay. And let’s talk about the players involved and we can stay with this kind of for budget structure. So on the finance side, who was involved from your end and then who was involved from the buyers and. 

Jay Smith [00:08:42] From our end, we outsourced finance. We’re a 40 person firm. So, you know, we didn’t have as much in-house as we did, you know, outside. So our CPA was involved who was, you know, kind of in a controller role. Controller role. We had outsourced finance that worked for him. Unfortunately, they gave notice right during the transaction in July of the transaction. So that, you know, had a level of additional. You know, it complicated things. Additionally, I was involved in the finance element of it. You know, my the my partners and I agree that I was going to take prime on the transaction. They were going to continue to work in the business. I was going to work on the business. So that, you know, you still want the business to be going in moving forward as you’re trying to transact. So that put a lot of pressure on, you know, what tasks do you want to be doing from the from the acquiring organization? They had all of their know, their accounting firm completely engaged. And then they had some people on inside their firm. So it was outside the and inside doing diligence on, you know, our financials. Those firms were much larger than our firms were in their firm was much larger than ours was. So it’s almost sometimes like you’re getting hit a little bit by a mack truck. You know, the requests coming in are significant. And we didn’t know how, you know, we didn’t have institutionally all the KPI data that they were looking for. So we’re trying to scurry to, you know, create it, you know, best we could. Yeah. And they realized it, but they still, you know, you want what you want. You know, you got a checklist item that you need to check. Yeah. 

Greg Alexander [00:10:20] And how about on the legal side? Who was involved from your perspective and from their perspective? 

Jay Smith [00:10:24] Yeah. So they had they had a deal lead on their side. They were pretty significantly involved. And then we had three lawyers, actually four lawyers involved, get a tax lawyer that did a cameo. And then we had, you know, the the prime lawyer, you know, his second chair, and then a pretty distant third chair. So, you know, costs that were involved were significant. And, you know, the the pricing took only the most, you know, most challenging parts. But spots where we had the most visibility, most liability to it. And then, you know, more of the grunt work was done by the third chair and kind of everything in between. From their side, they had you know, they had their legal firm much larger than ours as well. So, you know, there were some you know, there was some requests made. The deal size or ideal team was only so large they could handle so much at once that we did have a pretty good benefit from, you know, from the acquirer in that this was we’re part of a roll up and part of a platform play. So we were bolt on and they had gone through these contracts previously with a number of different organizations. So a lot of the wrinkles that we might have seen have already got ironed out because other owners, you know, former owners had sold their organization. So they you know, what we got was a pretty good base to start with. So it wasn’t, you know, wrestling over every single legal sentence. 

Greg Alexander [00:11:49] Got it. And then regarding the customer diligence and the employee diligence, who was involved there? 

Jay Smith [00:11:57] That was mostly the acquiring firm. They reached out. They got a list of some of our top, you know, accounts, top 20 accounts. They put a survey together. They reached out directly. And then they followed up with some conversation to have some interviews. None of this was in the guise that the firm was being acquired. This was all when, you know, we hired our customer satisfaction team in what we were doing. 

Greg Alexander [00:12:25] Yep. And did all this take place virtually, or were these people camped out at your offices? 

Jay Smith [00:12:33] Most of it was done virtually. So this was all like, you know, during Covid time, you know, Covid was probably winding down, but it was still all done virtually. There was a concept of a virtual data room where there were there was the front lobby maybe of the data room, and then there’s the back office part of the data room. So we were uploading everything into the back office first. Our investment banker would scrub it and then they would put it into the into the front lobby for, you know, the acquiring organization to see, you know, scrubbed, you know, scrubbed information, make sure that we didn’t say or do something that was incorrect. Yeah. Really important to understand that the investment banker was part of every single conversation, that they were really up to their eyeballs in it. Not to say that the other two organizations weren’t. But the investment banker was was absolutely critical in this. Can’t can’t recognize you know, can’t recognize them highly enough. Yeah. 

Greg Alexander [00:13:32] Especially, you know, as a small firm like yours, it’s going to be a bolt on. And you’ve never been through an exit before. I mean, if you just think about the way you described this, you know, if I was use a sports analogy, you know, here you are high school football team playing against University of Alabama. Right? I mean, it was like like it could be overwhelming. I could see very, very, very quickly. And that’s why having somebody an M&A advisor, investment banker to marshal you through the process is so incredibly important. 

Jay Smith [00:14:00] All right. Know, Greg, another important point. The investment banker there, a part time psychotherapist as well. You know, deal fatigue for me. You know, I actually broke down a couple of times with just flat out exhaustion and I just couldn’t handle putting together one more redo of a spreadsheet. So, you know, these people go through this every single day. So having somebody in your corner that’s going to get you a $10 co-pay, actually, the co-pay was far more expensive, but $10 worth of it. Yeah. 

Greg Alexander [00:14:33] Jamie, last question for you on this. And this has been very helpful to kind of mechanically break down this concept, do due diligence, and of course we’ll dive into much greater detail when we have the member session. But any any mistakes that you advise people to avoid? 

Jay Smith [00:14:50] I think we were fortunate that we were able to mistakenly avoid it. But, you know, you really have to understand that this is a team selling concept. And I think as professional services organization, we probably understand that, that there’s maybe a creative person and maybe there’s a salesperson outside salesperson inside Salesforce. But you’ve got a team in place, a project coordinator. But this is this is team solving on steroids. You know, at least from my perspective, you’ve got your internal team, you know, your partners, your employees that are helping. You’ve got these investment bankers, you’ve got the lawyers, you’ve got the. 

Greg Alexander [00:15:26] CPA. 

Jay Smith [00:15:27] People, CPA. This is well coordinated. And, you know, and then the team expands into the acquiring organization and then they’re sort of professionals. So, you know, it gets it gets pretty splattered where the lawyers are working with the lawyers in the accountants are working with the accountants, but then the accountants are working with you and they’re working with the lawyers and they’re working with their lawyers. Yeah. So trying to manage a team. We were fortunate that the investment banker was new to us, but the other two people had been with us and had the chance to be able to handle the deal. So, you know, we were fortunate that we trusted two of the three arms and that everybody worked really, really well together. Yeah. 

Greg Alexander [00:16:09] All right. What I would add here is that sometimes first time founders and I was one and had made this mistake myself, we think the deal is done and you get an alloy. That’s the starting line, not the face, the finish line. And you’ve got to be able to make it through diligence and a lot of deals, 50% of them is the estimate fall apart post alloy because the firm that’s being bought can’t make it through diligence and it’s hard and there’s a lot to it. And you know, the good news is, is that if you put together the right team, as Jay did, you can make it through it and the effort is worth it because it’s life transforming, you know, when the deal actually happens. But just, you know, go into this members with your eyes wide open. It’s hard to sell a firm and it’s especially hard to get through diligence. So, Jay, on behalf of the members here, really appreciate you walking us through this in the way that we did. This will open lots of people’s eyes and sometimes peeling the onion a few layers. This is important to understand what these concepts are, though. So thanks a bunch. 

Jay Smith [00:17:17] Thanks, Greg. Thanks for having me. 

Greg Alexander [00:17:18] Okay. All right. Just a couple of things here before we leave. So first, if you’re a member and you want to ask questions directly, look for the meeting. Invite for a private one hour Q&A with him. That’s coming shortly. If you’re not a member, but you think you might want to be, go to collective 54.com and fill out an application will get in contact with you. And if you just want to learn more about topics like this, check out my book, The Boutique How to Start Scale and Sell a professional services firm, which you can find on Amazon. But until next time, I wish you the best of luck as you try to grow scale and exit your firm.

Merging vs. Selling: 10 Roadblocks Founders Face when Exiting

Merging vs. Selling: 10 Roadblocks Founders Face when Exiting

Play Video

Are you on the brink of a successful exit but can’t get over the hump? Merging with another firm may be your best exit strategy.

This video dissects 10 roadblocks founders face when exiting and demonstrates how merging with another business could help alleviate some of those challenges.

In this video, you’ll learn:
– 10 roadblocks founders face when exiting
– How merging with another business can help you achieve a successful exit
– How to analyze the best options for your firm

Tax Implications for Boutique Professional Service Firms During Acquisitions

Tax Implications for Boutique Professional Service Firms During Acquisitions

Acquiring or merging with other businesses is a strategic decision that requires careful financial and tax planning. For boutique professional service firms, the tax implications can be particularly nuanced given the nature of the assets and client relationships involved. In this article, we will delve into the tax treatment for three forms of acquisition often used in the professional services industry: asset purchase, equity acquisition, and mergers.

    1. Asset Purchase

Definition: In an asset purchase, the buyer acquires specific assets and potentially some liabilities of the selling business rather than its stock or business entity.

Tax Implications: In an asset purchase, the buyer gets a step-up in the tax basis of the acquired assets to their fair market value. This often results in higher future depreciation and amortization deductions for the buyer. Sellers, on the other hand, pay tax on the difference between the selling price of the assets and their tax basis, which could lead to capital gains or ordinary income, depending on the nature of the asset.

Illustrative Example: Imagine a managed service provider, MSP LLC, with assets valued at $1 million but a tax basis of $600,000. If another firm, Tech Ltd., buys these assets for $1.2 million, MSP LLC will pay taxes on the $600,000 gain ($1.2 million – $600,000). Tech Ltd., meanwhile, will now have a new tax basis of $1.2 million for the acquired assets.

    1. Equity Acquisition

Definition: In an equity acquisition, the buyer acquires the stock or the interest of the target firm, thus acquiring all its assets, liabilities, and potential undisclosed issues.

Tax Implications: The buying entity does not get a step-up in the basis of the acquired assets, and the target firm’s tax attributes (like net operating losses) may be limited in their usability. Sellers often prefer this method because the gains are usually treated as capital gains, which are taxed at a lower rate than ordinary income.

Illustrative Example: Consider a software development firm, SoftDev Inc., with a total stock value of $2 million. If another company, Code Masters, decides to buy all the stock for $2.5 million, the shareholders of SoftDev Inc. would pay capital gains tax on the $500,000 gain.

    1. Mergers

Definition: A merger is the fusion of two entities into a single entity. The three types of mergers are:

    • Direct Merger: The target firm merges into the buying firm.
    • Forward Merger: The buying firm merges into a subsidiary of the target firm.
    • Reverse Merger: The target firm merges into a subsidiary of the buying firm.

Tax Implications: Mergers can be structured to be tax-free if specific requirements are met, especially if they are considered a reorganization under the tax code. If not, they can have similar tax implications to an asset or equity sale.

Illustrative Example: A sustainability consulting firm, GreenAdvisors, merges with EcoConsultants in a forward merger. GreenAdvisors becomes a wholly-owned subsidiary of EcoConsultants. If structured correctly under the tax code’s reorganization provisions, this merger could potentially be tax-free. Otherwise, the tax implications for asset or equity sales may apply.

Decision Tool:

To decide the right acquisition structure when selling, consider:

    • Tax Impact: How will each structure affect your tax liabilities? Would you prefer capital gains over ordinary income?
    • Liabilities: Are there potential undisclosed liabilities or issues in the target firm? An asset purchase can help the buyer avoid these.
    • Strategic Fit: How do the companies fit together? A merger might be the right choice if both entities have complementary strengths and client bases.

In conclusion, understanding the tax implications of different acquisition structures is crucial for boutique professional service firms. Consulting with a tax professional before making any decisions is always recommended.

Why Every Professional Service Firm Needs a Buy-Sell Agreement

Why Every Professional Service Firm Needs a Buy-Sell Agreement

Navigating the world of business partnerships is both thrilling and challenging. Whether you’re the co-founder of a consulting firm, a marketing agency, a software development firm, or another type of service firm, the common denominator for ensuring long-term harmony and clarity in ownership matters is a well-drafted buy-sell agreement.

Purpose of Buy-Sell Agreements

A buy-sell agreement is akin to a prenuptial agreement for business. It preempts potential disputes by delineating terms and conditions under which a partner can sell their stake, to whom, and at what price. The key purpose is twofold:

    1. Providing Liquidity: Businesses, especially boutique professional service firms, are often illiquid assets. This means if a partner wants to exit, they can’t easily convert their ownership into cash. A buy-sell agreement offers a solution by laying out the terms and conditions under which such an exit can occur, ensuring the departing partner receives fair compensation for their shares.

    2. Limiting Ownership: These agreements ensure that ownership remains within a controlled, desired group. Without them, partners could potentially sell their shares to anyone, which may not be in the firm’s best interest.

Three Key Provisions of Buy-Sell Agreements:

    1. Establishing Transfer Permissions: At its core, a buy-sell agreement mandates that any transfer of shares requires the unanimous consent of co-founders.

      Illustrative Example for Consulting Firms: Let’s say Alex and Jamie co-founded a thriving management consultancy. Alex receives an attractive offer from an external investor to buy half of his shares. With a buy-sell agreement in place, Alex cannot sell without Jamie’s approval. This protects the business from unwanted or potentially disruptive external investors.

    2. Restricting Share Transfer: This provision determines who can buy shares and under which circumstances, ensuring that the firm’s ownership remains within the desired group.

      Illustrative Example for Marketing Agencies: Consider Maria and Jennifer, who co-founded a marketing agency. Their buy-sell agreement stipulates that shares can only be sold to existing partners or family members. Jennifer wants to retire and sell her shares to a close friend who’s a marketing whiz. Although the friend is talented, the buy-sell agreement restricts this sale unless Maria consents.

    3. Obligatory Purchase at Fair Value: This provision ensures that, upon certain trigger events (like death, disability, or retirement), one party must buy, and the other must sell the shares at a predetermined or fairly computed price.

      Illustrative Example for Software Development Firms: Matt and Roberto run a software development firm. If Roberto were to suddenly pass away, their buy-sell agreement might require Matt to buy Roberto’s shares from his heirs at a previously agreed upon price or a price determined by a valuation formula. This ensures that Roberto’s family receives fair compensation and Matt retains full control of the business.

Facilitating the Buy-Sell Discussion:

Creating a buy-sell agreement requires open dialogue among partners about their visions for the firm’s future, their personal financial needs, and their potential exit scenarios.

Tool for Discussion: The “Partnership Alignment Matrix”

    1. Vision for the Firm: Have each partner separately list out where they see the firm, and themselves, in 5, 10, and 15 years. Compare notes. Are you aligned?

    2. Potential Exit Scenarios: List out reasons each partner might exit (e.g., retirement, other business opportunities, health issues). Discuss and prioritize them.

    3. Valuation Mechanisms: Discuss how the firm should be valued in various scenarios. Use industry metrics, get periodic professional valuations, or set a fixed price that’s revisited annually.

Meeting with a mediator or a neutral third party can also be valuable during these discussions to ensure that all concerns are addressed. Here are a few Collective 54 members who can help you think through a buy-sell agreement:

Greg Fincke

Tom Zucker

Frank Williamson

Rick Sapio

In conclusion, while the thrill of starting a boutique professional service firm can overshadow future-focused planning, it’s crucial to prepare for all eventualities. A buy-sell agreement is an indispensable tool that safeguards the firm’s future, provides clarity, and ensures the financial well-being of all partners. Always consult with an experienced attorney when drafting or revising such an agreement.

Choosing the Right Attorney When Selling Your Firm: A Guide from Collective 54

Choosing the Right Attorney When Selling Your Firm: A Guide from Collective 54

Selling a boutique professional service firm is a significant endeavor, and having the right attorney by your side can make all the difference in ensuring a smooth and successful transaction. But with so many attorneys and law firms out there, how do you choose the right one? In this article, we will present a top ten list to guide founders in selecting the ideal attorney for selling their firm.

    1. Large Firm vs. Small Firm: Making the Right Choice

One of the first decisions to make is whether to work with a large law firm or a smaller boutique firm. Each option has its advantages. Large firms often offer a wider array of resources, a broader network, and extensive industry expertise. On the other hand, smaller firms tend to offer more personalized attention, direct access to senior attorneys, and a potentially more cost-effective approach. Both large firms and small firms can get the job done. Which do you prefer?

    1. Interviewing Attorneys and Law Firms: Sample Questions

When interviewing potential attorneys, asking the right questions can help you assess their suitability for your needs. Some sample questions to consider:

    • What is your experience in handling mergers and acquisitions?
    • Can you provide examples of deals like mine that you’ve successfully completed?
    • How will you communicate with me throughout the process?
    • What is your approach to managing conflicts of interest?
    • How do you handle disagreements or challenges during negotiations?
    • Can you outline the general timeline for a deal like mine?

A common mistake made by founders of small service firms is hiring their personal attorney to negotiate the sale of their firm. Avoid making this mistake by hiring a separate attorney with the specific experience you need.

    1. Checking References: Ensuring Reliability

Checking references is crucial to gaining insights into an attorney’s track record and reputation. Reach out to references who have worked with the attorney on similar transactions. Ask about their experiences, communication style, and overall satisfaction. Aim to contact at least three references to ensure a well-rounded perspective. Perform reference checks after the initial interview phase.

    1. Understanding Relevant Transaction Experience

An attorney’s transaction experience is a critical factor in your decision-making process. Look for experience in deals similar in size, complexity, and industry. Focus on attorneys who understand the nuances of your industry and can anticipate potential challenges. They should have a proven track record of successfully navigating the intricacies of M&A transactions.

    1. Personality: Finding the Right Fit

Selling your firm is undoubtedly a stressful endeavor. Having an attorney who can ease that stress through effective communication and a compatible personality is essential. You’ll be working closely with your attorney throughout the process, so it’s crucial that you feel comfortable, understood, and confident in their abilities.

    1. Role of Junior Attorneys: Understanding the Team

Law firms operate in teams, and junior attorneys often play integral roles in transactions. Make sure you understand who will be on the team and what their responsibilities will be. While senior attorneys bring experience, junior attorneys may handle day-to-day tasks, research, and document preparation. Ensure there’s a clear line of communication with both senior and junior members.

    1. Cost: Navigating Financial Expectations

Discussing fees and billing practices upfront is essential. Ask for an estimate of the total cost before the project begins. Request a sample bill to understand how charges are structured. Insist on monthly billing to stay informed about ongoing expenses. To manage costs, set a threshold for telephone call charges and ask for detailed explanations for any charges exceeding a specific limit. Consider taking an active role in the drafting process to minimize costs.

    1. Embracing Legal Technology: Improving Efficiency

Legal technology has evolved significantly in recent years. Inquire about the law firm’s use of technology to streamline processes, enhance due diligence, and cut costs. A tech-savvy attorney can leverage tools for document management, contract analysis, and data security, leading to improved outcomes and a more efficient transaction.

    1. Industry Knowledge and Business Acumen

For founders of boutique professional services firms, having an attorney who understands your industry and demonstrates business acumen is vital. Look for an attorney who can act as a thought partner, offering strategic insights beyond legal matters. A deep understanding of your industry landscape can lead to more tailored advice and better decision-making.

    1. Setting Expectations for Timeliness

Clear communication about expectations for turnaround times, response times, and overall project milestones is crucial. Ensure your attorney can provide a realistic timeline for each phase of the transaction. Timeliness is essential for meeting deadlines, managing negotiations, and maintaining transparency throughout the process.

In conclusion, choosing the right attorney when selling your firm requires careful consideration of various factors. Deciding between a large or small firm, conducting thorough interviews, checking references, understanding experience, gauging personality fit, grasping the role of junior attorneys, discussing costs, embracing technology, evaluating industry knowledge, and setting expectations for timeliness are all key elements in making an informed decision. By following this top ten list, you’ll be well-equipped to select an attorney who will guide you through the complexities of selling your firm and ensure a successful transaction.

Preparing to Sell Your Firm and Make a Successful Exit

Preparing to Sell Your Firm and Make a Successful Exit

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Are you preparing to sell your firm but don’t know where to start? These 3 categories of relationships can help you make a successful exit, but they all require different approaches.

Find out how to build relationships with potential acquirers, when to build those relationships depending on the category they’re in, and how to efficiently prepare for when investors start calling.

In this video, you’ll learn:

    • 3 categories of relationships to pay attention to
    • The right questions to ask potential buyers
    • When to pursue a long-term relationship vs a performance-based relationship
    • A strategy to help keep you prepared for when investors call

Waiting too Long to Sell

Waiting too Long to Sell

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There’s a good time to sell your firm, and there’s a bad time. But how do you know when it’s the right time to exit?

Watch this video and discover the environmental factors that play into selling your firm, the value of knowing what’s happening in your niche, and how to prevent a situation where you’re forced to sell.

In this video, you’ll also learn:

    • 5 environmental factors that play into selling your firm
    • Why you need to understand deal activity in your industry
    • How to identify if your firm is sellable
    • The importance of landing your firm in an existing category

Knowing When to Leave: The Founder’s Role in a Professional Service Firm

Knowing When to Leave: The Founder’s Role in a Professional Service Firm

The early launch days of a professional service firm are often characterized by the visionary leadership of its founder. The founder’s dedication, expertise, and passion are instrumental in establishing the firm and shaping its culture. However, there comes a time when the founder must evaluate whether it is appropriate to continue in their current role or hand over management responsibility to a CEO. This decision can be challenging, as it involves considering what is lost when a founder leaves versus what is gained from new leadership.

During the early days, the founder plays a pivotal role in setting the direction, building relationships, and establishing the firm’s reputation. They possess deep industry knowledge and are often the driving force behind the firm’s initial success. The founder’s commitment and personal touch are instrumental in attracting clients, fostering a cohesive team, and navigating the challenges of starting a business.

However, as the firm grows, the demands and complexities increase exponentially. Scaling a professional service firm requires a different set of skills, including operational expertise, strategic vision, and leadership acumen. Recognizing these evolving needs is crucial in determining the right time for the founder to transition to a different role or bring in a CEO.

Several indicators can help assess if the founder should consider a change. One common sign is the adoption of “flavor of the week” strategies that cause employee whiplash. If the firm frequently changes its direction without a clear long-term vision, it can lead to confusion, disengagement, and reduced productivity among employees. Similarly, high turnover in the C-suite, growth stagnation at a certain size, excessive internal politics, and the founder becoming a bottleneck for decision-making are all signs that a founder may have overstayed their role.

When a founder leaves, there are various impacts on the firm. One of the immediate consequences is the morale issues that loyal employees may experience. The founder’s departure can create a sense of uncertainty and loss, especially if they were deeply involved in day-to-day operations. It becomes crucial for the new CEO or leadership team to step in and provide reassurance, transparency, and stability during this transition period.

The departure of a founder also necessitates a period of shakeout in the management team. With new leadership, there may be adjustments in roles and responsibilities, potentially resulting in some executives leaving or being replaced. This phase requires careful communication, clear expectations, and support for the team members who remain.

Maintaining positive relationships with clients is another vital aspect following a founder’s departure. Clients often develop strong ties with the founder, and it is crucial to reassure them that the firm’s values, quality, and commitment to excellence will continue under new leadership. Open and honest communication is key to retaining clients and ensuring a smooth transition.

In some cases, it may be possible for the founder to remain within the firm but in a different role. This arrangement allows the founder to continue contributing their expertise and industry knowledge while relieving them of operational and management responsibilities. However, the likelihood of a founder agreeing to such a new structure depends on individual circumstances, personal aspirations, and the founder’s ability to adapt to a different role within the organization.

Research studies have shed light on the percentage of founders who successfully make it to the exit. According to a reputable source, a study conducted by Harvard Business School found that only around 25% of founders are still at the helm when a professional service firm reaches the exit point. This statistic highlights the common occurrence of founders transitioning out of their leadership roles as firms evolve and grow.

Here is a specific tool designed exclusively for founders of professional service firms to assess if they have stayed at their firm too long. It is a SWOT analysis, which stands for Strengths, Weaknesses, Opportunities, and Threats. It has been adapted to help founders evaluate their position within the firm. Here’s how you can apply it:

    1. Strengths: Assess your personal strengths and skills as a founder. Are your core competencies aligned with the current needs and strategic direction of the firm? Evaluate if your expertise and leadership style are still relevant and effective in the evolving business landscape.
    2. Weaknesses: Reflect on your limitations and areas where you may have become a bottleneck or hindered the firm’s growth. Consider if there are aspects of the business that would benefit from new perspectives or different skill sets. Assess whether your weaknesses are impeding the firm’s progress and if they can be addressed through training, delegation, or restructuring.
    3. Opportunities: Identify opportunities for growth, innovation, and expansion that may require new leadership or different expertise. Consider emerging trends, market shifts, and evolving client needs. Assess if promoting someone to CEO or transitioning to a different role would enable the firm to seize these opportunities more effectively.
    4. Threats: Evaluate potential threats and challenges that could impact the firm’s long-term success. Assess if your continued involvement as the founder poses any risks, such as limited scalability, difficulty in attracting and retaining top talent, or being resistant to change. Consider whether new leadership would mitigate these threats and position the firm for sustained growth.

Additionally, seeking feedback from peers from a mastermind community, such as Collective 54, can provide valuable insights into your role and impact within the firm. Their perspectives can help you gain a more objective understanding of whether you have overstayed your position and if it’s time for a transition.

Remember, self-assessment tools are meant to guide your reflection and decision-making process, but ultimately the choice to stay or leave rests on your personal circumstances, aspirations, and the best interests of the firm.