Dealmaking with Laura DiFrancesco

Laura DiFrancesco
  • 5.0 (1)
  • Entrepreneurship
  • Updated Weekly

Welcome to "Dealmaking with Laura DiFrancesco," the ultimate podcast for entrepreneurs, investors, and business enthusiasts eager to navigate the world of mergers and acquisitions. Hosted by Laura DiFrancesco, a seasoned M&A attorney and founder of Dean Street Law, this podcast empowers you with the knowledge, strategies, and resources needed to successfully acquire and grow or sell small businesses in the competitive landscape of mergers and acquisitions and entrepreneurship through acquisition.

  1. 4d ago

    What is Seller Finance and Should I Utilize It // Episode 55 of Dealmaking with Laura DiFrancesco

    Thank you for joining us on today's episode of Dealmaking With Laura DiFrancesco! In this episode, Laura goes through the ins and outs of seller financing and if it is right for you. To start we get a general overview of what it really is and why someone might want to use it. Then we take a look at the benefits and risks, along with the structure of it. To finish, we go through how to determine if it is right for you. Tune in next time for more dealmaking tips on buying and selling a small business!  What You’ll Learn Understanding Seller Financing  // Ultimately when you're structuring your transaction you have your purchase price, and you are looking to structure how that purchase price is paid. There are both fixed and variable seller notes, providing a great opportunity for sellers to reinvest their capital immediately and get an immediate return on their investment.  Benefits  // The top benefit to the buyer is that it can generally reduce the cost of capital. It can also help you develop that equity injection. For the seller, it provides an incentive to remain engaged post-closing.  Risks // When you are the seller, the biggest risk is buyer default. Securitization can be very helpful to prevent risk, along with putting together deal terms that make sense, making sure the deal is not over leveraged,  and creating a higher percentage of payment at closing.  Structure // You have to understand what is the term of that loan, and at what point does the interest accrue. It is super important to involve legal counsel throughout the whole process because this is very complex and includes a lot of legal requirements.  Episode Highlights: [00:00] Introduction [2:45] Understanding Seller Financing [07:25] Advertisement  [08:23] Benefits [11:48] Risks [14:39] Structuring  Resources Mentioned Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page  For free legal guides and resources // https://deanstreetlaw.com/resources  Unlock your legal roadmap to success with Acquisitions Insights  // https://lauradifrancesco.co/acquisitioninsights  Schedule your complimentary consultation with Dean Street Law today! https://www.deanstreetlaw.com/potential-client-questionnaire  Connect with Us Follow on Twitter: @LMDiFrancesco // https://x.com/LMDiFrancesco  Follow on Instagram: @lauramdifrancesco and @deanstreetlaw // https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==  https://www.instagram.com/deanstreetlaw/  Connect on LinkedIn: linkedin.com/in/lauradifrancesco Our Sister Brands Follow Flourish Coworking Space on Instagram: @flourishwestchester // http://instagram.com/flourishwestchester  Follow Ethereal Farms on Instagram: @etherealfarms // http://instagram.com/etherealfarms  Check out my other podcast We Grow Together on Spotify and Apple Music // https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8  https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488  Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.  Follow, rate, and review to help us reach more aspiring dealmakers like you! Credits Host // Laura DiFrancesco Editor // Ava Balliet #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance  #sellerfinancing #sellernote #businessfinancing #dealfinancing #exitplanning #smallbusinesssale #dealrisk

  2. Sep 15

    How to Structure the Sale of a Business // Episode 54 of Dealmaking with Laura DiFrancesco

    Thank you for tuning into this week’s episode of Dealmaking With Laura DiFrancesco. In today's episode, you will learn about the process of structuring a business. Starting with the overall basic structure, and then reviewing payment, transition planning, negotiating, and tax considerations. Tune in next time for another episode on buying and selling small businesses.  What You’ll Learn Overall Structure // Most of the time you will see an asset sale versus an equity sale. An asset sale is where the company is selling its assets on an individual basis. An equity sale is a single sale of the ownership interest in the business.  Payment  // Oftentimes you won’t get 100% cash at closing. The buyer typically wants the seller to have some skin in the game to help the business succeed. Most of the time it is subordinated to the purchase loan.  Transition Planning  // How you will be involved in the closing process is entirely up to what your goals are and your situation.  Negotiating Terms // Generally there is a play and a give between pricing, terms, transition, and timeline. Ultimately the deal is a combination of all of those things.  Tax Considerations  // This conversation needs to happen in the beginning. Working with your financial advisor, you can figure out what implications are existing. Your advisor will also help you create the best structure to optimize your exit.  Episode Highlights: [00:00] Introduction [03:02] Overall Structure [07:26] Payment [10:03] Transition Planning [12:32] Advertisement  [13:30] Negotiating Terms [18:03] Tax Considerations  Resources Mentioned Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page  For free legal guides and resources // https://deanstreetlaw.com/resources  Unlock your legal roadmap to success with Acquisitions Insights  // https://lauradifrancesco.co/acquisitioninsights  Schedule your complimentary consultation with Dean Street Law today! https://www.deanstreetlaw.com/potential-client-questionnaire  Connect with Us Follow on Twitter: @LMDiFrancesco // https://x.com/LMDiFrancesco  Follow on Instagram: @lauramdifrancesco and @deanstreetlaw // https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==  https://www.instagram.com/deanstreetlaw/  Connect on LinkedIn: linkedin.com/in/lauradifrancesco Our Sister Brands Follow Flourish Coworking Space on Instagram: @flourishwestchester // http://instagram.com/flourishwestchester  Follow Ethereal Farms on Instagram: @etherealfarms // http://instagram.com/etherealfarms  Check out my other podcast We Grow Together on Spotify and Apple Music // https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8  https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488  Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.  Follow, rate, and review to help us reach more aspiring dealmakers like you! Credits Host // Laura DiFrancesco Editor // Ava Balliet  CHANGE TAGS EVERY EPISODE (can keep these tags, but add more specific ones) #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance #dealstructure  #assetsale #stocksale #sellerfinancing #earnout #businesstransition #taxplanning

  3. Sep 1

    Franchise Transfers in Small Acquisitions: Franchisor Consents, Transfer Fees, and Brand Standards // Episode 53 of Dealmaking with Laura DiFrancesco

    Thank you for joining us on another episode of Dealmaking with Laura DiFrancesco! On today’s episode, we went through the basics of franchise transfers in small deals. We reviewed the importance of the role of the franchisor, the transfer fees to expect, how to stay on top of brand standards and approvals, commonly seen risks, and the best practices for a better experience. Join us in another two weeks to learn more about Dealmaking with Laura DiFrancesco!  What You’ll Learn The Role of the Franchisor // Instead of just needing to get the sellers consent to transfer the business, you also need the franchisors consent.  Transfer Fees // Depending on the transfer, this could be a nominal fee or a very expensive fee. You want to understand if it is the total transfer for the franchisees because most of the time the franchisor owns more than one franchise unit.  Brand Standards and Approvals  // It is extremely important to understand what obligations you have and to consider what operational requirements are to be completed.  Risk for Buyers // Ultimately the franchisor is going to be the number one risk, so that is why having that conversation early on is important. Hidden costs can also come up which is why doing thorough due diligence is important as well.  Best Practices // Contact the franchisor early. Ideally as soon as the LOI is signed. Review all documents thoroughly and make sure everything is up to date.  Episode Highlights: [00:00] Introduction [03:08] The Role of the Franchisor [04:08] Transfer Fees [06:29] Ad Break [07:26] Brand Standards and Approvals  [08:18] Risks [09:25] Best Practices [09:47] Conclusion  Resources Mentioned Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page  For free legal guides and resources // https://deanstreetlaw.com/resources  Unlock your legal roadmap to success with Acquisitions Insights  // https://lauradifrancesco.co/acquisitioninsights  Schedule your complimentary consultation with Dean Street Law today! https://www.deanstreetlaw.com/potential-client-questionnaire  Connect with Us Follow on Twitter: @LMDiFrancesco // https://x.com/LMDiFrancesco  Follow on Instagram: @lauramdifrancesco and @deanstreetlaw // https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==  https://www.instagram.com/deanstreetlaw/  Connect on LinkedIn: linkedin.com/in/lauradifrancesco Our Sister Brands Follow Flourish Coworking Space on Instagram: @flourishwestchester // http://instagram.com/flourishwestchester  Follow Ethereal Farms on Instagram: @etherealfarms // http://instagram.com/etherealfarms  Check out my other podcast We Grow Together on Spotify and Apple Music // https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8  https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488  Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.  Follow, rate, and review to help us reach more aspiring dealmakers like you! Credits Host // Laura DiFrancesco Editor // Ava Balliet  Associate Producer // Ava Balliet  #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance  #franchiselaw #franchisetransfer #franchiseagreements #businessacquisitions #smallbusinessdeals #franchisecompliance

  4. Aug 18

    How to Negotiate the Sale of the Business // Episode 52 of Dealmaking with Laura DiFrancesco

    Thank you for joining us for another episode of Dealmaking with Laura DiFrancesco. On today’s episode, we take a look at Laura’s favorite part of Dealmaking: negotiating! Laura initially got into law to become an entrepreneur, and what really made her love it was the negotiation side of it all. She guides us through the role negotiation plays within deals, how to prepare for one, what strategies you should be using, and the key areas overall. Come back next time for more information on dealmaking.   The Role of Negotiation // Negotiation is a really important facet of optimizing your exit value and increasing your return on investment. The goal is to have a good experience that preserves the relationship between the buyer and seller so you have a productive relationship post closing. Preparing for Negotiation // The best thing you can do is understand yourself, your position, and your business. Understanding a buyer's motivations as well is a really important tool when preparing for negotiation.  Strategies for Effective Negotiations  // One of the best strategies is going to be separating emotions from decision making. Listening, asking questions, tabling a conversation, circling back to something, and finding win-win solutions are all good actions to take during negotiations.  Key Areas of Negotiation // The most important sections of negotiation include purchase price, payment schedule, terms, transition periods, and timing.  Episode Highlights:  [00:00] Introduction  [02:46] The Role of Negotiation [09:49] Preparing for Negotiation [13:55] Ad Break [14:54] Strategies for Effective Negotiations  [19:15] Key Areas of Negotiation  [23:20] Working with Professionals  Resources Mentioned Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page  For free legal guides and resources // https://deanstreetlaw.com/resources  Unlock your legal roadmap to success with Acquisitions Insights  // https://lauradifrancesco.co/acquisitioninsights  Schedule your complimentary consultation with Dean Street Law today! https://www.deanstreetlaw.com/potential-client-questionnaire  Connect with Us Follow on Twitter: @LMDiFrancesco // https://x.com/LMDiFrancesco  Follow on Instagram: @lauramdifrancesco and @deanstreetlaw // https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==  https://www.instagram.com/deanstreetlaw/  Connect on LinkedIn: linkedin.com/in/lauradifrancesco Our Sister Brands Follow Flourish Coworking Space on Instagram: @flourishwestchester // http://instagram.com/flourishwestchester  Follow Ethereal Farms on Instagram: @etherealfarms // http://instagram.com/etherealfarms  Check out my other podcast We Grow Together on Spotify and Apple Music // https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8  https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488  Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.  Follow, rate, and review to help us reach more aspiring dealmakers like you! Credits Host // Laura DiFrancesco Editor // Ava Balliet Associate Producer // Ava Balliet  #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney #billion #billiondollardeals #billiondollars #finance #realestate #M&A #duediligence #contracts #NDAs #antitrustlaws #codeofconduct #regulatorycompliance #businesssale #dealnegotiation #negotiationskills #sellabusiness #exitstrategy #dealterms #transactionadvisory

  5. Aug 4

    What Legal Documents are Needed to Sell a Business // Episode 51 of Dealmaking with Laura DiFrancesco

    Thank you for joining us for another episode of Dealmaking With Laura Difrancesco! On today’s episode, Laura discusses all of the necessary legal documents when it comes to selling a business. Starting with the importance of the documents themselves, then reviewing initial documents and due diligence. Laura then goes into some real-world examples to conclude. Tune back in next time for more knowledge on buying and selling businesses.  What You’ll Learn Why Legal Documents Matter // Think about it like this: you would not necessarily buy full-sticker MSRP on a car without getting the title to the car…You would expect to get a title to the car if you’re buying the car! It is the same when it comes to the transfer of a business. With a business comes more types of legal assets, making it more of a challenge than buying a car.  Initial Documents // We start off with our letter of intent, which is the foundational aspects for the terms of the sale. Then comes the non-disclosure agreement; before the seller provides any confidential information you have to make sure there is going to be confidentiality between the parties.  Due Diligence Documents // Before the parties began legally documenting the transfer, they need to exchange documents to share the existence of the business. In an under 10 million dollar deal, you might see anywhere from 150-800+ documents required during this phase.  Legal Documents // We have different closing checklists when it comes to assets versus stock purchases; in an asset purchase you have to transfer each of the different asset classes legally in a different manner, whereas in an equity purchase it is simply the ownership interest of the business itself.  Working with Legal Professionals // Working with a lawyer is highly recommended. This is not an area that you would want to DIY. Ultimately it will be more expensive to fix any issue than to just do it right the first time with professionals. Not only are they going to make sure your documentation is correct, they are also a valuable team member for all other aspects of the deal.  Episode Highlights: [00:00] Introduction [03:00] Today’s Topic [03:53] Why Legal Documents Matter [10:45] Initial Documents  [14:15] Ad Break [15:15] Due Diligence [18:44] Ad Break [19:43] Legal Documents  [35:47] Working with a Legal Team Resources Mentioned Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page  For free legal guides and resources // https://deanstreetlaw.com/resources  Unlock your legal roadmap to success with Acquisitions Insights  // https://lauradifrancesco.co/acquisitioninsights  Schedule your complimentary consultation with Dean Street Law today! https://www.deanstreetlaw.com/potential-client-questionnaire  Connect with Us Follow on Twitter: @LMDiFrancesco // https://x.com/LMDiFrancesco  Follow on Instagram: @lauramdifrancesco and @deanstreetlaw // https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==  https://www.instagram.com/deanstreetlaw/  Connect on LinkedIn: linkedin.com/in/lauradifrancesco Our Sister Brands Follow Flourish Coworking Space on Instagram: @flourishwestchester // http://instagram.com/flourishwestchester  Follow Ethereal Farms on Instagram: @etherealfarms // http://instagram.com/etherealfarms  Check out my other podcast We Grow Together on Spotify and Apple Music // https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8  https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488  Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.  Follow, rate, and review to help us reach more aspiring dealmakers like you! Credits Host // Laura DiFrancesco Editor // Ava Balliet

  6. Jul 21

    Top 50 Tips for Dealmaking // Episode 50 of Dealmaking with Laura DiFrancesco

    Thank you for joining Dealmaking with Laura DiFrancesco. For our 50th episode, Laura shares one key takeaway from each episode so far. All episodes are linked below so you can explore what stands out. Join us in two weeks for more insights on buying and selling small businesses. What you’ll learn Ep 1: Buy a business that fits your life. Ep 2: Choose structure early. Ep 3: Financing shapes terms. Ep 4: Leverage is highest pre LOI. Ep 5: Risk can be managed. Ep 6: Diligence reduces unknowns. Ep 7: Legal insight supports structure. Ep 8: Preparation keeps deals moving. Ep 9: Networking needs follow up. Ep 10: Integration drives outcomes. Ep 11: Trust starts with clarity. Ep 12: Early prep can improve value. Ep 13: Financials and trust matter. Ep 14: Focus on the real issue. Ep 15: Align incentives early. Ep 16: Address real estate early. Ep 17: Maintain licensing. Ep 18: Plan for retention. Ep 19: Follow LLC governing docs. Ep 20: Deals need customization. Ep 21: Fees depend on scope. Ep 22: Prep builds trust. Ep 23: Structure drives outcomes. Ep 24: Indemnification allocates risk. Ep 25: Asset value matters. Ep 26: Align on value early. Ep 27: ETA requires risk awareness. Ep 28: Starting vs buying is a tradeoff. Ep 29: Data rooms support diligence. Ep 30: Value comes from people. Ep 31: Strategy and execution matter. Ep 32: Know the legal process. Ep 33: Escrows are deal specific. Ep 34: Rollover equity needs alignment. Ep 35: Non competes should be reasonable. Ep 36: Manufacturing needs operational insight. Ep 37: Plan the transition early. Ep 38: Execution drives value. Ep 39: Healthcare depends on regulation. Ep 40: Search funds trade control. Ep 41: Early alignment reduces risk. Ep 42: Communication keeps deals moving. Ep 43: Learn the business post close. Ep 44: Momentum supports closing. Ep 45: Government deals need awareness. Ep 46: Family deals rely on trust. Ep 47: Investors add capital and limits. Ep 48: Control clauses impact deals. Ep 49: Preparation supports value. Tip 50: Most terms are negotiable. Episode Highlights: [00:00] Introduction [02:27] Tips 1-30 [21:58] Ad Break [22:59] Tips 31-50 [30:24] Conclusion Resources Mentioned Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page  For free legal guides and resources // https://deanstreetlaw.com/resources  Unlock your legal roadmap to success with Acquisitions Insights  // https://lauradifrancesco.co/acquisitioninsights  Schedule your complimentary consultation with Dean Street Law today! https://www.deanstreetlaw.com/potential-client-questionnaire  Connect with Us Follow on Twitter: @LMDiFrancesco // https://x.com/LMDiFrancesco  Follow on Instagram: @lauramdifrancesco and @deanstreetlaw // https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==  https://www.instagram.com/deanstreetlaw/  Connect on LinkedIn: linkedin.com/in/lauradifrancesco Our Sister Brands Follow Flourish Coworking Space on Instagram: @flourishwestchester // http://instagram.com/flourishwestchester  Follow Ethereal Farms on Instagram: @etherealfarms // http://instagram.com/etherealfarms  Check out my other podcast We Grow Together on Spotify and Apple Music // https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8  https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488  Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.  Follow, rate, and review to help us reach more aspiring dealmakers like you! Credits Host // Laura DiFrancesco Editor // Ava Balliet Associate Producer // Ava Balliet  #dealmaking #corporatelaw #lawyer #mergersandacquisition #mergers #acquisition #acquisitioninsights #buisness #deanstreetlaw #corporateattorney

  7. Jul 7

    How to Prepare Your Business for Sale // Episode 49 of Dealmaking with Laura DiFrancesco

    Thank you for tuning into another episode of Dealmaking with Laura DiFrancesco! In today’s episode, we discussed how to best prepare a small business for sale. When preparing to sell, many factors come into play, including timing the sale to maximize profit while aligning with your personal goals, as well as legal and financial readiness, operational preparation, and improving marketability. Laura goes into more detail on each of these areas and shares how to make the most of the process. Join us next time for more insights on buying and selling businesses! What You’ll Learn Why Preparation Matters //  The more preparation you do, the more valuable your business will be. Preparation will also allow for a smoother and quicker closing process.  Timing the Sale // The time of a sale is everything. Having a longer period of time leads to more flexibility and more negotiation leverage. Keeping up with geopolitical trends can also contribute to how your sale process is going to go.  Legal and Financial Preparation // Here at Dean Street Law, we offer a package where we help prepare your business for sale to optimize the exit value. We will essentially do a mock due diligence with you where we will do an audit of governance documents, material contracts, assignability and change of control provisions, and past litigations. We also help understand what different types of assets you have and how that will affect the type of sale you are doing.  Operational Preparation // Reducing the dependency of the owner is a big part of this section. Ultimately everything you are doing as the owner of the business needs to be replaced by the buyer, management, or a new role in the business. The more you are able to reduce the dependency on the owner, the more marketable the business becomes.  Episode Highlights: [00:00] Introduction [03:35] Why does Preparation Matter [08:03] Importance of Timing  [13:53] Ad Break [14:50] Legal and Financial Preparation  [21:29] Operational Preparation [25:32] Closing Remarks Resources Mentioned Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page  For free legal guides and resources // https://deanstreetlaw.com/resources  Unlock your legal roadmap to success with Acquisitions Insights  // https://lauradifrancesco.co/acquisitioninsights  Schedule your complimentary consultation with Dean Street Law today! https://www.deanstreetlaw.com/potential-client-questionnaire  Connect with Us Follow on Twitter: @LMDiFrancesco // https://x.com/LMDiFrancesco  Follow on Instagram: @lauramdifrancesco and @deanstreetlaw // https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==  https://www.instagram.com/deanstreetlaw/  Connect on LinkedIn: linkedin.com/in/lauradifrancesco Our Sister Brands Follow Flourish Coworking Space on Instagram: @flourishwestchester // http://instagram.com/flourishwestchester  Follow Ethereal Farms on Instagram: @etherealfarms // http://instagram.com/etherealfarms  Check out my other podcast We Grow Together on Spotify and Apple Music // https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8  https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488  Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.  Follow, rate, and review to help us reach more aspiring dealmakers like you! Credits Host // Laura DiFrancesco Executive Producer // Teagan Rowland  Editor // Ava Balliet Associate Producer // Ava Balliet

  8. Jun 23

    Change-of-Control vs. Anti-Assignment: “Deemed Assignments” in Customer and Supplier Contracts // Episode 48 of Dealmaking with Laura DiFrancesco

    Thank you for tuning into another episode of Dealmaking With Laura DiFrancesco! Whether you’re selling a business or buying a business, it is really important to understand the change of control and anti-assignment provisions; because not only will they drive your deal structure, but they’ll ultimately drive your timeline, third party consents that are needed, and complexity of the transaction. Come back next time for more information on buying and selling businesses!  What You’ll Learn What is a change of control clause and what is an anti-assignment clause?  // The expectation when entering a contract is that you will continue doing business with the same party, and the terms you have negotiated are for that party alone. Ultimately this is often negotiated based on the negotiation leverage of the parties. A change of control provision is getting consent or giving notice to the contracting party if there is a change of ownership. ‘Deemed Assignment’  // Bridging the gap between the change of control and assignability provision, meaning that we will consider a change of control actual assignability, and then it may be subject to those rules around assignabilities.  Implications for Buyers // If you’re buying a business, you want to make sure how the material contracts are assignable, and what their change of control provisions are. The difficulty in transferring contracts is that ultimately it will impact the value of the business.  Negotiating Solutions Between Buyer and Seller // If seeking consent or notice, you may have to reach out to third parties. Sometimes, depending on how important the contract is, the parties may decide to risk it and obtain the consent post-closing. Others may just risk it completely and not get consent at all. Changing structure is another route commonly taken.  Best Practices // First and foremost, early contract review. Next, all of the consents and notices that we need to provide are going into the closing checklist and timeline. Lastly, contingencies.  Episode Highlights: [00:00] Intro  [02:09] Today’s Topic [07:08] ‘Deemed Assignments’  [07:43] Implications for Buyers [08:57] Negotiating Solutions [10:45] Best Practices [11:51] Ad Break [12:48] Real World Examples [20:37] Final Remarks/Outro  Resources Mentioned Entrepreneurship Through Acquisition Waitlist // https://lauradifrancesco.co/eta-landing-page  For free legal guides and resources // https://deanstreetlaw.com/resources  Unlock your legal roadmap to success with Acquisitions Insights  // https://lauradifrancesco.co/acquisitioninsights  Schedule your complimentary consultation with Dean Street Law today! https://www.deanstreetlaw.com/potential-client-questionnaire  Connect with Us Follow on Twitter: @LMDiFrancesco // https://x.com/LMDiFrancesco  Follow on Instagram: @lauramdifrancesco and @deanstreetlaw // https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==  https://www.instagram.com/deanstreetlaw/  Connect on LinkedIn: linkedin.com/in/lauradifrancesco Our Sister Brands Follow Flourish Coworking Space on Instagram: @flourishwestchester // http://instagram.com/flourishwestchester  Follow Ethereal Farms on Instagram: @etherealfarms // http://instagram.com/etherealfarms  Check out my other podcast We Grow Together on Spotify and Apple Music // https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8  https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488  Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit deanstreelaw.com to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success.  Follow, rate, and review to help us reach more aspiring dealmakers like you! Credits Host // Laura DiFrancesco Editor // Ava Balliet

See All (54)

About

Welcome to "Dealmaking with Laura DiFrancesco," the ultimate podcast for entrepreneurs, investors, and business enthusiasts eager to navigate the world of mergers and acquisitions. Hosted by Laura DiFrancesco, a seasoned M&A attorney and founder of Dean Street Law, this podcast empowers you with the knowledge, strategies, and resources needed to successfully acquire and grow or sell small businesses in the competitive landscape of mergers and acquisitions and entrepreneurship through acquisition.

Information