All- Today's episode is all about the legal issues and considerations involved in buying and selling small to medium sized businesses ("SMB"), many of which tend to catch less experienced CEOs and Entrepreneurs by surprise.
My guest, Mario Nigro, is one of Canada's preeminent M&A lawyers, and currently serves as a Partner in the Mergers & Acquisitions and Private Equity & Venture Capital Groups at Stikeman Elliot based out of Toronto. From a legal standpoint, Mario has worked with substantially every type of stakeholder within the SMB ecosystem (business owners, CEOs, entrepreneurs, strategic acquirers, private equity firms, banks, financial advisors, deal intermediaries, and so on), and regularly acts for both buyers and sellers in both minority and majority SMB sales.
We cover a lot of ground in our discussion, including:
The most common reason why entrepreneurs over-pay in taxes after receiving their deal proceeds;
How to select legal counsel when looking to sell your business, and how much you should expect it to cost;
Whether LOIs should be detailed or generic, and why;
The circumstances under which buyers and sellers would prefer an asset sale or a share sale;
The most frequent mistakes business owners make when negotiating representations & warranties in the purchase agreement;
Why rep & warranty insurance is growing as a useful tool for both buyers and sellers;
How to deal with unsophisticated legal counsel & advisors in a SMB sale;
The top 3 reasons why deals fall apart after a LOI is signed;
How to negotiate your non-compete;
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