『Main Street Deals』のカバーアート

Main Street Deals

Main Street Deals

著者: SMB Law Group LLP
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概要

Main Street Deals is a practical podcast for entrepreneurs buying, selling, and operating small businesses. Hosted by experienced M&A attorneys, the show breaks down what actually matters in real-world acquisitions—from LOIs and diligence to closing and the first 90 days of ownership. Each episode combines deal education, war stories, and conversations with buyers, operators, and industry experts to give listeners a clear-eyed view of how small business deals really work. The focus isn’t theory or hype—it’s judgment, structure, and lessons learned inside hundreds of transactions. マネジメント・リーダーシップ リーダーシップ 個人ファイナンス 経済学
エピソード
  • Lessons Learned from ETA and Building SMB Law Group
    2026/05/19
    Eric Pacifici and Kevin Henderson reflect on four years of building SMB Law Group from scratch, using the anniversary as a lens to examine the realities of entrepreneurship through acquisition, lower middle market M&A, and operating a fast-growing law firm. The conversation blends personal reflection with tactical lessons from nearly 400 closed transactions, including how their views on diligence, lenders, sellers, and operational systems have evolved over time. They also unpack the hidden complexity inside small businesses, using a Bill Belichick analogy about NFL long snappers to explain why buyers often underestimate why businesses operate the way they do. Along the way, they discuss the role community support, technology, and process standardization played in scaling the firm nationally. They discuss: • The biggest lessons learned after four years and 379 closed M&A transactions • Why financial diligence remains the number one reason deals fail • How lender selection has evolved as the SBA and conventional lending market has matured • The dangers of underestimating operational complexity inside small businesses • Why sellers often become far more difficult as deals approach the finish line • The realities of buying “a job” versus building a scalable acquisition platform • How process documentation, SOPs, and operational discipline improved close rates • The role social media, technology, and community relationships played in building SMB Law Group This episode is valuable for acquisition entrepreneurs, operators, and anyone trying to build a business while navigating the realities of growth, complexity, and long-term execution. Links: SMB Law Group - https://smblaw.group/ Evan on LinkedIn - https://www.linkedin.com/in/evan-thomson-327a78216/ Eric on LinkedIn - https://www.linkedin.com/in/eric-b-pacifici/ Kevin on LinkedIn - https://www.linkedin.com/in/khendersonco/ Sam on LinkedIn - https://www.linkedin.com/in/sam-rosati-68787a8/ Topics: (00:00:00) - Intro(00:01:09) - Reflecting on four years building SMB Law Group(00:05:11) - Deal stats breakdown(00:09:14) - Process wins and NPS(00:11:49) - Top ETA lessons list(00:12:43) - Financial diligence(00:15:43) - Lender choice rethinking(00:19:47) - Fundraising reality check(00:20:16) - Buying a job works(00:21:02) - BizBuySell and SBA loans(00:21:33) - Locking the deal early(00:22:06) - Diet PE and seller perception(00:22:41) - Online resources are real(00:23:05) - First deal momentum(00:23:58) - Lonely search and support(00:24:19) - Choose the right city(00:25:14) - Sellers aren’t stupid(00:28:16) - Four years building the firm(00:29:45) - Awards and innovation story(00:32:41) - Community thank you rollcall(00:37:16) - Mission and closing thoughts
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    38 分
  • Quality of Earnings and the Hidden Risks in Acquisitions
    2026/05/12
    In this episode of Main Street Deals, Sam Rosati and Kevin Henderson break down the role of Quality of Earnings reports in small business acquisitions and why financial diligence can make or break a deal. They explain how Q of E reports help buyers validate a company’s financial reality, uncover hidden risks, and avoid dramatically overpaying for inflated or inaccurate earnings. The conversation walks through the mechanics of revenue testing, working capital analysis, cash proofs, and normalized EBITDA adjustments while also highlighting the limitations of Q of E reports in SMB transactions. Sam and Kevin also share real-world examples of deals where financial diligence uncovered major issues, forced renegotiations, or protected buyers from catastrophic mistakes. We discuss: What a Quality of Earnings report actually is and how it differs from audited financials Why inaccurate seller financials can dramatically inflate purchase price How cash proofs and revenue testing uncover hidden financial issues The most common EBITDA adjustments that lead to deal renegotiations Why small business buyers should rarely skip financial diligence The limitations of Q of E reports and the fraud risks they cannot fully eliminate How working capital analysis impacts deal structure and purchase price Why third-party diligence providers add psychological and negotiation leverage during acquisitions This episode is a practical guide for SMB buyers, investors, and operators who want to understand the real financial risks hiding inside acquisition deals. Links: SMB Law Group - https://smblaw.group/ Evan on LinkedIn - https://www.linkedin.com/in/evan-thomson-327a78216/ Eric on LinkedIn - https://www.linkedin.com/in/eric-b-pacifici/ Kevin on LinkedIn - https://www.linkedin.com/in/khendersonco/ Sam on LinkedIn - https://www.linkedin.com/in/sam-rosati-68787a8/ Topics: (00:00:00) - Intro(00:01:11) - What is a QOE?(00:04:45) - Assurance vs audit(00:07:20) - Inside the workbook(00:09:25) - Restating the P&L(00:13:39) - Balance sheet working capital(00:15:05) - Cash proof testing(00:19:07) - Limitations and QOE lite(00:23:38) - Fraud risks and lender requirements(00:25:52) - Renegotiating after findings(00:37:28) - Who can skip QOE(00:40:30) - When QOE is better(00:42:41) - Wrap up and reviews
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    43 分
  • Deep Diving Legal Due Diligence
    2026/05/05
    Kevin Henderson and Eric Pacifici break down the realities of legal due diligence in small business acquisitions, clarifying one of the most misunderstood parts of the deal process. Drawing on hundreds of transactions, they explain why diligence is not about finding a reason to walk away, but instead about identifying, understanding, and allocating risk. The conversation walks through how buyers should think about legal diligence in practice, what actually matters during the process, and how deal structure influences risk exposure. They also highlight the importance of seller character, the limitations of diligence, and how buyers can protect themselves when not everything can be uncovered. They discuss: Why legal due diligence is primarily a risk allocation exercise rather than a deal-killing process The three core pillars of diligence including business, financial, and legal and how they work together in a transaction Key legal diligence categories like corporate history, contracts, employment, litigation, and environmental risk The difference between asset deals and stock deals and how each impacts risk exposure and diligence priorities Why seller behavior and trustworthiness can be just as important as anything uncovered in diligence Links: SMB Law Group - https://smblaw.group/ Evan on LinkedIn - https://www.linkedin.com/in/evan-thomson-327a78216/ Eric on LinkedIn - https://www.linkedin.com/in/eric-b-pacifici/ Kevin on LinkedIn - https://www.linkedin.com/in/khendersonco/ Sam on LinkedIn - https://www.linkedin.com/in/sam-rosati-68787a8/ Topics: (00:00:00) - Intro(00:02:08) - Introducing legal due diligence - the three buckets to care about(00:04:37) - What are we trying to do when conducting legal due diligence?(00:09:31) - What to look for when evaluating a business(00:20:16) - Approaching legal diligence in asset vs. stock deals
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    34 分
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