Lessons from Closing $950m in SMB Acquisitions - SMB Lawyer Eric Pacifici
Sep 11, 2024
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Eric Pacifici, founder of SMB Law Group LLP, has closed $950 million in SMB acquisitions in just a couple of years. He shares insights on leveraging social media, particularly Twitter, to grow his legal practice. The discussion delves into the nuances of pricing legal services and negotiating deal terms. Eric emphasizes the importance of thorough due diligence to avoid post-acquisition disputes and compares asset vs. stock sales, explaining their implications for buyers. He also highlights the crucial role of SBA loans in facilitating successful business transactions.
Effective use of social media, such as Twitter, can significantly enhance networking opportunities and client engagement in the M&A space.
Understanding the complexities and legal fees associated with M&A transactions is critical to prevent costly mistakes for both buyers and sellers.
The choice between asset and stock purchases in M&A deals requires careful consideration of liabilities and transition complexities to ensure optimal outcomes.
Deep dives
The Risks of Seller Competition
Sellers may engage in competitive practices that undermine the buyer's position post-sale. This includes instances where sellers request lengthy non-compete clauses while planning to re-enter the market shortly after a sale. The problem is compounded when sellers engage in deceptive practices that directly harm the buyer's business relationships or integrity. Such behaviors can severely affect the future success of the acquired business, making due diligence and awareness of seller motivations crucial.
Leveraging Social Media for Growth
The speaker transitioned from a traditional law firm environment to leveraging social media, specifically Twitter, to build a network around mergers and acquisitions (M&A). Starting anonymously, the speaker aimed to exchange knowledge within the business acquisition community, which ultimately attracted clients. This strategy proved successful, resulting in significant business growth and the establishment of a dedicated law firm focused on small to mid-market M&A. This highlights the power of social media as a tool for business development and client engagement.
Navigating Legal Fees in M&A Transactions
Understanding the range of legal fees for M&A transactions is essential for both buyers and sellers. Legal fees may vary significantly based on the complexity of the deal, with estimates for deals between $2 million to $10 million typically falling within $20,000 to $50,000. Buyers particularly need to be cautious about hiring affordable but inexperienced attorneys, as this could lead to inadequate legal protection during the transaction. Engaging an attorney with proven M&A experience is crucial to avoid costly mistakes.
Choosing Between Asset Purchases and Stock Purchases
The debate between asset purchases and stock purchases remains significant in M&A discussions. While asset purchases offer advantages like severing historical liabilities and potential tax benefits, they can also complicate the transition process due to the necessity of transferring contracts and licenses. Conversely, stock purchases are easier but involve inheriting all liabilities, which can introduce risk. Thus, it is vital for buyers to weigh these options carefully based on the specifics of the transaction and the nature of the business.
The Importance of Quality Legal Representation
Selecting the right legal representation is fundamental in ensuring a smooth M&A process. Clients should avoid cutting corners by hiring poorly qualified attorneys who lack experience in M&A, as this can lead to unfavorable terms and unintended consequences. Engaging experienced M&A attorneys can provide clarity on standard practices, negotiation strategies, and compliance with market terms, ultimately safeguarding the buyer's interests. Furthermore, it is essential for buyers to remain proactive and inquisitive when negotiating deal terms, ensuring they have the right protections in place.
I talked with Eric Pacifici, founder of SMB Law Group LLP. His team has closed $950 million in SMB acquisitions last year alone, after founding the firm only a couple years ago. Eric grew his firm with a combination of his connections from working in big law, and his insightful Twitter account (100k+ followers).
Highlights:
00:00 Introductions 03:40 Eric's Twitter Account 06:33 SMB Law Group's Growth 10:00 How much should you pay your attorney? 23:05 How to Negotiate terms in your deal 27:10 Most common reasons builds blow up 33:20 Stock vs. Asset sales