Creating an EXIT STRATEGY when Agency Partners Breakup with Rob Rosasco | Ep #662

Have you considered bringing on a partner to lighten the immense pressure of solo agency leadership? Do fears around lacking key skills or experience hold you back from taking the entrepreneurial leap yourself? When today’s guest launched his first agency, self-doubt around “going it alone” led him to take on a co-founder partnership. But without aligned goals from day one, hairline fractures quickly formed.

As their once amicable agency grew and priorities diverged, he outgrew the partnership and they went their separate ways. In this interview, he’ll talk about why he didn’t go into a partnership for the right reasons, how the dynamic between he and his partner worked, and how they went about the adjustment process after the split. Tune in if you’re an agency owner trying to figure out whether a partnership would be right for you.

Rob Rosasco is the founder and driving force behind Too Darn Loud Digital Marketing, a boutique agency that specializes in assisting law firms to amplify their presence and reach. Rob reflects on his early days in the industry, his eventual venture into starting his own agency, and the initial fears that led him to start his business with a partner. He goes into the dynamics of the partnership and how eventually he found himself outgrowing it, both professionally and in terms of the vision for the company.

In this episode, we’ll discuss:

• Building an exit strategy after outgrowing your partner.
• Dividing the agency when selling is off the table.
• Preparing an ironclad clause for an agency partner breakup.

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Outgrowing Co-Founders: Building Exit Strategies into Agency Partnerships

After working for a larger company in the legal marketing space for eight years, Rob felt starting his own business would be a natural transition. His journey into entrepreneurship began with a mixture of ambition and caution. Initially hesitant to venture solo into the competitive arena of digital marketing, he decided to start his business with a partner. This decision, born out of a desire to mitigate the challenges of launching and running a business independently, marked the beginning of a significant phase in his career.

At the heart of Rob's professional expertise is a profound understanding of sales and client engagement, a skill set essential for the growth of his venture. Despite his extensive experience, he recognized the need for support in areas like back-office operations, web development, and SEO. So he resolved to partner with someone who could complement his skills and share the entrepreneurial journey.

The relationship worked exactly as he had envisioned for a while, with his partner working his excellent selling skills to get clients while Rob ran the business. As the business evolved, Rob found himself at a crossroads. Both he and the agency outgrew his partner who got comfortable staying at a certain point in terms of growth. After seven years, the differing visions and philosophies between him and his partner necessitated a reevaluation of their partnership. However, their operating agreement did not include language for this specific situation where one partner was dissatisfied with the other’s contribution.

Rob's experience is not just a tale of business strategy and partnership dynamics; it emphasizes the importance of having clear terms in any business partnership, especially provisions for situations where partners may need to part ways due to divergent goals or strategies.

When Selling's Off the Table: Divvying Up Split Partnerships

Not all partnerships have to end this way. If you have a business partner and are thinking about parting ways, think hard about whether you have irreconcilable differences or just need to make a few changes. Having fundamental differences in your approach to the business, vision, and philosophy is very different from just needing a new role. If you do decide you just don’t see eye to eye in the business anymore, then it’s better to part ways sooner rather than later.

By the time both partners accepted it was no longer working out, they considered different options like splitting or one of them buying the other out. Selling the agency seemed like a possibility in the beginning, having already received some decent offers. However, Rob and his partner couldn’t agree on what constituted a fair amount.

Rob pushed to buy his partner out to have the company as a whole, but it wasn’t possible. Since neither of them wanted to sell, it came down to splitting their customer base down the middle. It wasn’t what he wanted, but it was the solution that ultimately avoided a long legal battle.

Preparing for Bitter Ends: Ironclad Clauses & Agency Breakups

After the split, Rob and his former partner were able to chart a new course through thoughtful negotiation. With the client base divided 50/50, it was time to also decide who their employees would continue to work with. Four of their employees went to work with Rob while another two split their time between both as they went through the transition. As to their clients, they were informed as soon as the deal was made. However, it would be another four to six months before they’d see real changes like new bank accounts and invoices. Overall, it was a very successful transition, considering they didn’t lose neither clients nor team members in the process.

Golden Nugget: While their approach went smoothly, the experience revealed gaps in his agency legal safeguards. When co-founders part ways, air-tight client contracts become essential. Specifically, it’s important to include a clause in your client agreement clarifying you can transfer those contracts in case of a sale.

For context: smaller agencies (under $5M revenue) typically transact as asset sales. This means the buyer purchases all client contracts and can onboard accounts without seeking added approval.

But without explicit clauses permitting easy account transfers, securing signatures of dozens (or hundreds) of clients amidst an agency sale sounds nightmarish. As does trying to exclude accounts unwilling to switch over.

Come sale time, this clause spares chaotic scramble to confirm who stays and who goes. The buyer inherits your book of business cleanly. No need to parse accounts in the midst of a turbulent ownership shuffle..

It may feel premature early on, but it ultimately provides flexibility to pivot strategically as your agency evolves. Whether a bitter founder split or lucrative acquisition offer, you dictate the terms without complications.

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