Letters of Intent

Pankaj Raval
  • 5.0 (2)
  • ENTREPRENEURSHIP
  • UPDATED BIWEEKLY

Conversations with business leaders and changemakers on how they built their business and what keeps them going.

  1. Legal Roleplay: LLC, C-Corp, or S-Corp?

    1D AGO

    Legal Roleplay: LLC, C-Corp, or S-Corp?

    Choosing the right legal entity isn't just about paperwork, but it's also about defining the future of your business. In this special "Roleplay" episode of Letters of Intent, Pankaj Raval and Sahil Chaudry simulate a real client consultation to demystify the complex world of entity selection. Pankaj plays the role of a physician launching a high-growth sober living company, while Sahil plays the corporate attorney guiding him through the maze. They break down the critical differences between LLCs, C-Corps, and S-Corps, explaining why "Phantom Income" can ruin an LLC owner's year, how the MSO structure allows for investment in healthcare, and why C-Corps are the only real choice for venture-backed scale. Takeaways The MSO Solution: Non-doctors generally cannot own medical practices. To scale a healthcare business with outside capital, you often need a Management Services Organization (MSO) to separate the business operations from the clinical work.Phantom Income: In an LLC (pass-through entity), you are taxed on the profit allocated to you, even if that money stays in the business account. This "Phantom Income" can create a tax bill with no cash to pay it.C-Corps for Growth: If you plan to raise venture capital, issue stock options to employees, or reinvest earnings heavily, a C-Corp is usually the superior choice despite "double taxation."The QSBS Goldmine: Founders of C-Corps in qualified industries (not professional services) who hold stock for 5+ years may be eligible to exclude up to 100% of their capital gains upon sale under Section 1202.S-Corp Strategy: For profitable small businesses and professional service providers not seeking venture capital, an S-Corp election can save thousands in self-employment taxes once income exceeds ~$150k.Soundbites "This is not an OnlyFans channel. We are going to be doing some legal role playing.""An LLC is a pass-through entity... the IRS is going to tax you on your profit, whether or not you take it. That's called phantom income.""Think of Kafka as the plumbing. Wait, wrong episode. Think of the C-Corp as the vehicle for the big juicy exit.""If you're screwing the IRS, maybe I'm going to get screwed too... wait, that's valuation. Here it's: If you aren't expecting regular distributions, go with a C-Corp.""With an S-Corp, you pay employment taxes on your salary, but the benefit is that any distributions beyond that are free of self-employment tax."Keywords Entity Selection, C-Corp vs LLC, S-Corp, Management Services Organization, MSO, QSBS, Venture Capital, Corporate Governance, Phantom Income, Business Law, Carbon Law Group 🔗 Learn More Website: carbonlg.com Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/ Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/ Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/ Click Here To Schedule A Call With Us

    19 min
  2. Why Your Founder-Led Sales Strategy is Doomed to Fail

    FEB 4

    Why Your Founder-Led Sales Strategy is Doomed to Fail

    "Sales" is often a dirty word for founders, associated with aggressive tactics and "Wolf of Wall Street" energy. But for Enrico Parodi, sales is simply engineering applied to human relationships. In this episode of Letters of Intent, Pankaj and Sahil sit down with Enrico, an outsourced Vice President of Sales who helps small to mid-sized businesses build scalable, repeatable revenue engines. They discuss the critical transition from founder-led sales to a professional sales team, why most companies hire the wrong type of sales leader (a "driver" instead of a "builder"), and the "Ego vs. Pain" threshold every entrepreneur must cross before they can truly scale. Takeaways Ego vs. Pain: Founders often struggle to let go of sales because they believe they are the only ones who can do it. Enrico argues that until the "pain" of stalled growth outweighs the founder's "ego," they won't seek the help they need.Builders vs. Drivers: There are two types of sales leaders. "Drivers" know how to operate an existing system. "Builders" know how to construct the car from scratch. Most small businesses hire drivers when they actually need builders.The Ideal Client Profile (ICP): In B2B sales, you cannot target the masses. You must define exactly who you serve, or you will dilute your value proposition and kill your profitability.Engineering Mindset: Sales requires structure. Without a defined process (CRM, routine, pipeline management), you cannot scale beyond the founder's personal effort.Responsiveness: In a noisy market, the simplest competitive advantage is reliability. Doing what you say you will do, when you say you will do it, eliminates the need to "sell" yourself. Soundbites "If the ego is there, they have not had enough pain.""It's like a car race, there are people that drive and people that build the cars. The people that build the cars are very few.""If you don't give them a routine, they are lost... if you are not structured, you don't scale.""If you take a Lamborghini [it is different] than a Fiat 500, right? But the pieces are the same... you have wheels, you have a steering wheel, you have an engine.""If you are in a getting-only mentality, they sniff it from 10 miles." Keywords Sales Strategy, Fractional VP of Sales, B2B Sales, Business Growth, Ideal Client Profile, Sales Management, Corporate Governance, Entrepreneurship, Carbon Law Group Guest: Enrico Parodi (Sales Xceleration) Email: eparodi@salesxceleration.comLinkedIn: Enrico ParodiWebsite: https://salesxceleration.com/advisors/enrico-parodi/🔗 Learn More Website: carbonlg.com Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/ Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/ Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/ Click Here To Schedule A Call With Us

    31 min
  3. Why Your AI Screenplay Can’t Be Copyrighted (And Is "Dirty" Data)

    JAN 28

    Why Your AI Screenplay Can’t Be Copyrighted (And Is "Dirty" Data)

    It sounds glamorous, but entertainment law is not for the faint of heart. In this episode of Letters of Intent, Pankaj and Sahil sit down with Nadia Davari, a veteran entertainment attorney and film producer. They pull back the curtain on the industry, discussing why the "golden age" of independent film financing is fading, the stark difference between negotiating with a studio vs. an indie producer, and the massive legal risks of using AI in the creative process. If you are a creator thinking about using ChatGPT to write your script or your contracts, you need to listen to this warning first. Takeaways AI & Copyright: You cannot copyright work created by non-humans. If you use AI to write your screenplay, you may own nothing. It is considered public domain or "dirty data."The ChatGPT Trap: Clients often try to save money by using AI to draft legal documents (like operating agreements). Nadia explains why this results in "gibberish" that costs more to fix than to draft from scratch.Industry Reality Check: Entertainment law isn't all red carpets. It often involves low starting pay, volatile projects, and deals that fall through at the last minute.Negotiation Strategy: When negotiating with a studio, you can be aggressive. When negotiating with an independent producer, you must understand there is a hard cap on money. Know who you are fighting.The Death of Pre-Sales: The old model of funding films through international pre-sales and DVD revenue is dying, making it harder for independent filmmakers to predict revenue.AI in Law: While tools like Lexis AI and Spellbook are useful for professionals, "cowboy" use of ChatGPT by laypeople creates legal nightmares. Soundbites "Entertainment law is definitely not for the weak of heart. It's really a whole other business.""He said, 'I'm using AI.' I said, 'Do you realize that none of that is private information anymore? Do you know that you can't copyright it?'""I put this into Chat GPT and these are the answers... some of the answers from AI was such gibberish.""Please don't give us the nightmare of your Chat GPT work. It's easier for us to redraft an entire agreement.""You have to have an eye out to the end of the process... Where are you going to go? Who's going to watch this?" Keywords Entertainment Law, AI Copyright, ChatGPT, Film Financing, Independent Film, Intellectual Property, Hollywood, Negotiation Strategy, Screenwriting, Legal Tech, Carbon Law Group Guest: Nadia Davari (Law Offices of Nadia Davari) Website: nadiadavari.com / davarilaw.netInstagram: @nadiadavari  🔗 Learn More Website: carbonlg.com Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/ Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/ Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/ Click Here To Schedule A Call With Us

    39 min
  4. Why Your Business Is Worth Less Than You Think (And How to Fix It)

    JAN 21

    Why Your Business Is Worth Less Than You Think (And How to Fix It)

    "Price is what you pay. Value is what you get." But how do you determine that value? In this masterclass episode of Letters of Intent, Pankaj and Sahil are joined by Stephen Bethel, a veteran business appraiser and broker with decades of experience. They dive deep into the art and science of valuation, exposing the biggest mistakes founders make (like treating their business as a "personal ATM"), why "unsexy" industries like porta-potties are often better investments than tech unicorns, and why the commercial real estate market might be facing a 30% correction. If you plan to sell your business one day, this conversation will tell you exactly how to get it "wedding ready." Takeaways Don't Be a Personal ATM: If you run personal expenses through your business to lower taxes, don't expect a high valuation when you sell. Buyers won't pay for "add-backs" they can't verify.Recast Your Financials: Before selling, hire a CPA to "recast" your financials. Presenting clean, adjusted numbers on letterhead builds trust and value.The "Dirty" Business Advantage: Simple, unsexy businesses (pallet companies, car washes, solid waste) often trade at better multiples and have more stable cash flow than flashy tech startups.Real Estate Trap: If you own the building your business operates in and don't pay yourself market rent, your EBITDA is artificially high. A buyer who has to pay rent will value your business much lower.Commercial Real Estate Warning: Stephen predicts a potential 25-30% drop in commercial real estate prices over the next 18-24 months due to negative absorption and high interest rates.Get "Wedding Ready": Selling a business is like getting married or selling a car. You need to clean it up, organize your contracts, and make sure the "restroom isn't a dump"—because buyers judge the unseen by the seen. Soundbites "If you're screwing the IRS, maybe I'm going to get screwed too.""Simpler the business and the dirtier the business, the better it is.""Everyone thinks their house is worth a whole bunch... My business is different... you're like, yeah, well, maybe not.""I've seen a lot of software companies go nowhere... I haven't made money in four years, we're going to break even in two.""It's kind of like getting in shape to go get married... you gotta look good.""Everyone looks at it as basically a private ATM... but on the flip side, I also want my cake and eat it too." Keywords Business Valuation, Stephen Bethel, M&A, Commercial Real Estate, EBITDA, Exit Strategy, Small Business, Entrepreneurship, Due Diligence, Financial Planning, Carbon Law Group GuestStephen Bethel (Frazier Capital) Socials: https://www.linkedin.com/in/stephen-bethel-a78a20105/Phone: 213-439-9956, extension 102🔗 Learn More Website: carbonlg.com Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/ Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/ Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/ Click Here To Schedule A Call With Us

    28 min
  5. Is Life Insurance an Asset? The Strategy 90% of People Miss

    JAN 14

    Is Life Insurance an Asset? The Strategy 90% of People Miss

    Jorge Rabaso arrived in the United States with $300 in his pocket, limited English, and a suitcase full of fear. Today, he is a pillar of the Los Angeles business community, founder of the Hispanic Business Network, and a Fernando Award nominee. In this inspiring episode of Letters of Intent, Pankaj and Sahil sit down with Jorge to discuss his incredible journey of resilience. They explore his "Win-Win" philosophy for business, why he dedicates his life to giving back, and tackle the often-misunderstood world of life insurance—explaining how to turn a necessary cost into a powerful, tax-free asset for your family and business. Takeaways The Immigrant Edge: Jorge channeled the fear of being in a new country into a relentless drive to connect. He didn't wait for a community; he built one by founding the Hispanic Business Network.Win-Win or Nothing: Success isn't a zero-sum game. Jorge believes that true power comes from ensuring everyone you interact with also wins.Life Insurance as an Asset: For high-income earners, permanent life insurance (like IULs) can be a tax-free savings vehicle, not just a death benefit. It can fund retirement, college, or emergencies.The Buy-Sell Essential: If you have a business partner, you need a buy-sell agreement funded by life insurance. Without it, your partner's spouse could become your new 50% partner if tragedy strikes.Living Benefits: Modern life insurance often includes "living benefits" that pay out if you get a critical or chronic illness, acting as a safety net while you are still alive.Service fills the Void: Jorge argues that money and ego cannot fill the human "hole." Only teaching and helping others provides true fulfillment and peace of mind. Soundbites "I arrived with $300 in my pocket... I still remember the feeling of scare.""I remember looking to Los Angeles from the 9th floor... I didn't know 20 people. I asked myself, how am I going to do this?""Play win-win means whatever goes through our life, they have to win and we have to win.""That hole with money doesn't fill... teaching others made me power and that made me alive.""People don't want to think about life insurance... because to die is something I don't want to think about.""If something happened to one of the partners... the family of the partner is going to be the owner... unless you have a buy-sell agreement." Keywords Jorge Eduardo Robasso, Hispanic Business Network, Immigrant Story, Entrepreneurship, Resilience, Life Insurance, IUL, Buy-Sell Agreement, Financial Planning, Community Leadership, Fernando Award, Carbon Law Group 🔗 Learn More Website: carbonlg.com Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/ Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/Connect with Jorge: https://www.linkedin.com/in/jorge-eduardo-rabaso-lutcf-3a956a7/  Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/ Click Here To Schedule A Call With Us

    30 min
  6. Tariffs 2.0: Force Majeure Won't Save You Now

    12/31/2025

    Tariffs 2.0: Force Majeure Won't Save You Now

    "Tariff" might be the President's favorite word, but for businesses, it's becoming a nightmare. In this episode of Letters of Intent, Pankaj Raval and Sahil Chaudry break down the new "Trump 2.0" trade regime. They explain why tariffs are no longer just a trade tool but a "core policy weapon," how "tariff stacking" can quietly triple your landed costs (up to 67% on some goods), and why courts are rejecting "Force Majeure" as an excuse to break contracts. If you import goods, you need to audit your agreements now—because silence on tariffs means you foot the bill. Takeaways Tariffs are a Weapon: The administration is using tariffs as a broad economic tool, not just for trade disputes. Expect a baseline 10% global tariff plus country-specific penalties.The "Stacking" Trap: It’s not just one duty. You face a baseline tariff, plus Section 301, Section 232, and reciprocal tariffs. This "stacking" effect can increase costs by 40-100% overnight.Force Majeure is Dead: Courts have ruled that tariffs are "foreseeable" market risks, especially when announced publicly on social media. You cannot use "Act of God" clauses to escape a contract just because it became expensive.Audit Your Contracts: Review your "Fixed Price" and "Change in Law" provisions. If your contract is silent on who pays new tariffs, the burden usually falls on the performing party (the importer).Drafting for Uncertainty: Future contracts need explicit tariff allocation. Include triggers for price adjustments, renegotiation rights, or termination clauses if duties spike beyond a certain threshold.Preserve Refund Rights: Even if tariffs are later ruled illegal by the Supreme Court (which is pending), you won't get a refund unless you actively preserved your rights.Soundbites "Trump has said repeatedly, tariffs are the most beautiful word in the dictionary.""We're not just talking about a few targeted duties. We're talking about a baseline global tariff regime.""A sudden 20% increase... with Indian goods right now... you're talking about upwards of 67%. That can vaporize your entire pricing model.""Courts are consistently saying [you can walk away] only if your contract says you can.""It's almost impossible to argue surprise... generic force majeure clauses... it's just not working.""Contracts have to become living, breathing documents that can respond to tariff risk."Keywords Tariffs, Trump 2.0, Trade War, Supply Chain, Force Majeure, Commercial Contracts, Import/Export, Customs, Risk Management, Tariff Stacking, Carbon Law Group 🔗 Learn More Website: carbonlg.com Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/ Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/ Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/ Click Here To Schedule A Call With Us

    9 min
  7. Weekly Roundup: Trump Media, IBM, and the Medline IPO

    12/24/2025

    Weekly Roundup: Trump Media, IBM, and the Medline IPO

    Welcome to the Weekly Roundup, a new series on Letters of Intent where Pankaj and Sahil break down the three biggest deals of the week—and what they mean for your business. This week, we cover a bizarre merger between Trump Media and a nuclear fusion startup (a "Trojan Horse" for going public), IBM's acquisition of Confluent to own the "plumbing" of AI, and the massive Medline IPO that proves "boring" businesses with clean books are winning the market. Whether you're a tech founder or a small business owner, these deals offer a masterclass in capital access, risk management, and legal agility. Takeaways The "Trojan Horse" IPO: Trump Media's merger with TAE Technologies isn't about synergy; it's a financial vehicle to get a deep-tech company onto the public markets without a traditional IPO.Data is the New Oil (Again): IBM buying Confluent proves that the real value in AI isn't just the model—it's the infrastructure ("the pipes") that moves data in real-time.Boring is Back: In a volatile market, investors are flocking to stability. Medline (medical supplies) is seeing massive success because it offers recurring revenue and long-term contracts.Clean Books = Higher Valuation: Just like a house needs a clean chain of title, your business needs clean corporate governance. Missing bylaws or handshake equity deals will kill your valuation during a sale.Legal Agility: If a social media company can merge with a nuclear energy firm, almost any deal structure is possible—if your legal house is in order.Soundbites "Three deals that look completely different on the surface. But underneath, they're all responding to the same question: Where does opportunity live right now?""This isn't about operational synergy. This is about capital structure. This is a Trojan horse.""If your company is a mess when it comes to corporate governance, it's going to decrease your attractiveness to any potential investor.""You don't have to go public to go public."Keywords Weekly Roundup, M&A, Trump Media, Nuclear Fusion, IBM, Confluent, Artificial Intelligence, Medline, IPO, Corporate Governance, Due Diligence, Capital Markets, Carbon Law Group 🔗 Learn More Website: carbonlg.com Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/ Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/ Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/ Click Here To Schedule A Call With Us

    17 min
  8. First to Use vs. First to File: Global IP Explained

    12/17/2025

    First to Use vs. First to File: Global IP Explained

    Did you know your US trademark stops at the border? In this episode, Pankaj Raval and Sahil Chaudry dive into the complex world of international intellectual property. They explain why the "First to File" system in other countries creates a massive risk for US brands, how Apple got held hostage for $60 million over the "iPad" name in China, and why influencers need to trademark their TikTok handles to fight copycats. Takeaways US Protection is Local: A US trademark does not protect your brand globally. If you sell or manufacture overseas, you are exposed.First to File vs. First to Use: The US uses "First to Use" (you own it if you use it). Most other countries use "First to File" (whoever files the paperwork first owns the brand, even if they've never used it).The Squatter Risk: Because of "First to File," bad actors can register your brand in China or Europe before you do, forcing you to buy it back from them.WIPO/Madrid Protocol: You can use WIPO to file in 100+ countries at once. It's cheaper (~$5-10k), but carries a "Central Attack" risk: if your home application fails, your entire global portfolio can be invalidated.Manufacturing Protection: You should register trademarks in countries where you manufacture (like Mexico or China), not just where you sell, to prevent factories from selling your goods "out the back door."Social Media Handles: Trademarking your handle gives you a legal weapon to force platforms like Instagram and TikTok to take down copycat accounts that use confusingly similar names (e.g., adding an underscore).Use It or Lose It: You must monitor your brand globally. If you allow infringement to continue without sending a cease and desist, you can lose your rights to enforce the mark later. Soundbites "If you're the first to file a name, even if you're not using it, you're going to get rights to that [in other countries].""Apple fought that for a long time... someone registered the iPad trademark in China.""What's more expensive for you? To incur the expense now... or to deal with that expense later when you're unable to sell your product?""If your name is popping up and people are using your name... that's terrible for your brand.""Some factories will try to sell your goods... under your brand name without you knowing.""You should be thinking about that [trademarking] first... Too many people come to us too late.""If you show them [social platforms], hey, I also have a trademark to this... they're going to be much quicker to act."Keywords International Trademark, WIPO, Madrid Protocol, Intellectual Property, Brand Protection, First to File, Apple iPad Case, Manufacturing Agreements, Social Media Law, Influencer Law, Cease and Desist, Global Branding, Carbon Law Group 🔗 Learn More Website: carbonlg.com Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/ Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/ Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/ Click Here To Schedule A Call With Us

    20 min
See All (52)

Ratings & Reviews

5
out of 5
2 Ratings

About

Conversations with business leaders and changemakers on how they built their business and what keeps them going.

Information

  • Creator
    Pankaj Raval
  • Years Active
    2020 - 2026
  • Episodes
    52
  • Rating
    Explicit
  • Copyright
    © 2025 Carbon Law Group
  • Show Website
    Letters of Intent