EP #14: Navigating the M&A Maze with Attorney Marc Solomon

South Florida M&A Advisors Podcast

The mysterious world of mergers and acquisitions can feel like navigating a labyrinth blindfolded for business owners facing their first exit. This eye-opening conversation with veteran M&A attorney Marc Solomon pulls back the curtain on what really happens when selling your business to sophisticated buyers.
Marc brings a rare perspective most attorneys lack – having personally built, sold, and managed a business before returning to legal practice. "I've been a small business owner, I've been through an exit transaction, I've been a corporate executive, and I've been a business attorney," he explains, allowing him to understand client objectives from multiple angles.
The discussion reveals critical details many sellers overlook until it's too late. When that attractive purchase price appears in a letter of intent, few business owners recognize how much of it might be tied up in promissory notes, rollover equity, or future earn-outs. As Solomon pointedly observes, "It's not necessarily what the price is at closing – how much of that money do you really collect several years down the road when you look back at the deal?"
From the psychological pressure of due diligence (humorously described as "the colonoscopy" of business deals) to the technical complexities of working capital adjustments, disclosure schedules, and tax reorganizations, the podcast illuminates why having the right advisory team is non-negotiable. Private equity firms approach acquisitions with armies of professionals who do this work daily, while most sellers are experiencing it for the first time.
Perhaps most valuable are the practical insights on escrow holdbacks (typically 5-10% for 12-18 months), representation and warranty insurance for larger deals, and ensuring rollover equity doesn't come with hidden disadvantages. Solomon's explanation of how seemingly standard contract language about GAAP compliance can create massive post-closing liabilities shows why expert review matters.
Ready to navigate your business sale with confidence? Connect with Marc Solomon and the South Florida M&A Advisors team to build your transaction support system before entering negotiations with sophisticated buyers.

فصول

1. Introduction to Mark Solomon (00:00:00)

2. Psychological Aspects of M&A Process (00:03:18)

3. Letter of Intent and Due Diligence (00:06:52)

4. Escrow Holdbacks and Insurance (00:11:09)

5. Disclosure Schedules Explained (00:16:35)

6. Tax Considerations in Acquisitions (00:21:28)

7. Working Capital Negotiations (00:28:38)

8. GAAP Compliance Challenges (00:34:45)

9. Funds Flow Statement and Closing Team (00:41:10)