Legal Lessons for Franchise Buyers, Founders, and Sellers | The Scaling Podcast Ep 13

In this episode, Aaron Harper sits down with Eric Pacifici—attorney, entrepreneur, and co-founder of SMB Law Group—to discuss what every franchise buyer, founder, and seller needs to know about small business transactions, legal pitfalls, and structuring deals the right way.

From leaving Big Law to closing over $1B in Main Street transactions, Eric shares hard-earned lessons on legal innovation, franchise diligence, and how social media unexpectedly launched one of the most trusted firms in SMB M&A.

00:00 – Intro 01:41 – Eric returns and shares his backstory 03:30 – Why he left Big Law and redefined success 05:10 – Founding SMB Law Group and identifying unmet legal needs 07:30 – The problems with billable hours and deal structures 10:12 – Tradeoffs of innovating in a traditional industry 12:41 – Launching a law firm off a Twitter account 14:00 – Early traction, demand problems, and scaling the team 16:30 – What makes a "blue chip ETA" deal work 17:50 – Building the Kirkland & Ellis of Main Street 19:45 – Remote-first legal practice and quality of life 21:00 – Golden handcuffs, entrepreneurship, and personal freedom 25:30 – Franchising overlap: why M&A and franchise law intersect 27:00 – Franchise diligence and risks 28:30 – Trends in ETA and franchise buyers 30:45 – SBA 7(a) deal structures explained 34:50 – Silver tsunami, generational wealth transfer 39:30 – How to structure "ugly" or non-underwritable deals 42:00 – Earn-outs, seller financing, and legal risk mitigation 45:25 – Franchising through acquisition strategy 47:24 – Legal marketing and firm visibility 48:41 – Where SMB Law gets its clients: Twitter, referrals, and more 52:07 – The value of project-based legal work 54:16 – Marketing restrictions for lawyers + content strategy 56:14 – Why Eric started creating content accidentally 57:30 – Social media and personal brand dynamics 59:30 – Commentary on content creators and public perception 01:07:29 – Lessons from Alex Hormozi and the value of free education 01:09:40 – How social media influences franchise client growth 01:11:46 – Feedback, self-awareness, and creating authentic content 01:13:00 – Final thoughts on building a business with soul