Buying Online Businesses Podcast Risk Prevention Strategies in M&A Deals & Building The Right Team with Jerome Fogel
In this compelling episode, Jaryd Krause is joined by seasoned dealmaker and legal expert Jerome Fogel, partner at Fogel & Potamianos LLP, a boutique law firm specializing in high-stakes mergers, acquisitions, and capital raises. With a client list that spans venture funds, emerging tech companies, and elite athletes, Jerome offers a rare behind-the-scenes look at what it takes to structure smart, safe, and scalable business deals.
Unpack the most critical questions aspiring buyers need to ask before acquiring an online business:
✔️ What are the hidden risks in buying or selling?
✔️ How can poor team dynamics tank a deal?
✔️ Should you use financing to buy a business—and what’s the best way to structure it?
✔️ Where are the most promising online businesses being acquired today?
Dive deep into the importance of due diligence, the common pitfalls buyers fall into, and how Jerome has helped high-profile clients—both on Wall Street and in the sports world—navigate complex transactions and build generational wealth.
Whether you're looking to buy your first online business, scale your portfolio, or just want a masterclass in deal-making from someone who lives and breathes it, this episode delivers powerful insights and practical strategies. Don’t miss this one—it’s packed with value from start to finish.
Episode Highlights
04:45 – Current valuations explained, covering how tariffs and supply chain issues impact multiples and buyer decisions.
07:20 – Typical ways buyers finance acquisitions, including credit lines, SBA loans, equity rollovers, and search funds.
10:55 – Major mistake buyers make by rushing post-acquisition integration without building trust within the team.
12:45 – What successful acquisitions have in common by retaining key team members and valuing the founder’s knowledge.
24:10 – Key risk prevention strategies involving thorough reps and warranties, clear earnout terms, strong IP protections, and precise legal language.
26:30 – Why clear definitions around risk and performance clauses are vital.
Key Takeaways
➥ M&A valuations currently range from 3–8x EBITDA for traditional companies and 10–15x for platform tech businesses, influenced heavily by tariffs and market uncertainty.
➥ Buyers typically operate in the $2M to $25M+ EBITDA range and rely on strong banking relationships, SBA loans, or creative financing like equity rollovers.
➥ Structuring deal terms clearly—especially reps and warranties and material adverse effect clauses—is critical to managing risk in acquisitions.
➥ Post-acquisition integration is one of the toughest challenges; involving existing teams and respecting founders’ knowledge leads to smoother transitions.
➥ Restrictive covenants are essential to prevent sellers from competing after the sale and protect buyer investments.
➥ Every deal is unique and requires customized, creative solutions; cookie-cutter approaches don’t work in M&A.
About Jerome Fogel
Jerome Fogel is known as a dealmaker and innovator in the legal community. He is a partner with Fogel & Potamianos LLP and represents successful venture and hedge funds, corporations, and sports superstars.Fogel & Potamianos LLP is a boutique transactional firm that provides sophisticated counsel for buy-and-sell side mergers and acquisitions, fund formation, capital raises, and off-field sports transactions.Jerome has a 360-degree view of dealmaking, as he represents emerging companies raising capital, venture funds deploying capital, advisors and investors, and private companies in mergers and acquisitions.Jerome began his career in real estate finance at GE Capital. He is a graduate of the Haas School of Business (BS) and New York University School of Law (JD).
Connect with Jerome Fogel
➥ https://www.linkedin.com/in/jeromefogel/
Resource Links
➥ Buying Online Businesses Website - https://buyingonlinebusinesses.com
➥ Sell your business to us here - https://buyingonlinebusinesses.com/sell-your-business/
➥ Download the Due Diligence Framework - https://buyingonlinebusinesses.com/freeresources/
➥ Google Ads Service - https://buyingonlinebusinesses.com/ads-services/
➥ Connect with Jaryd here - https://www.linkedin.com/in/jarydkrause
➥ Site Ground (Website Hosting) - https://bit.ly/3JBEC1u
➥ Link Whisper (SEO tool for internal linking on websites) - https://bit.ly/3l7K7Ld
➥ Active Campaign (Email Software Provider) - https://bit.ly/3DCwYQH
🔥Buy & Sell Online Businesses Here (Top Website Brokers We Use) 🔥
➥ Empire Flippers - https://bit.ly/3RtyMkE
➥ Flippa - https://bit.ly/3wGa8r5
➥ Motion Invest - https://bit.ly/3YmJAmO
➥ Investors Club - https://bit.ly/3ZpgioR
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