Launch Series Ep.5: Legal Diligence and Structuring with Scott Alderman and Alex Temel - Ep.187

Think Like an Owner

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Ep.187: Alex (@aebridgeman) is joined by Scott Alderman (@Scott-Alderman) and Alex Temel (@AlexanderTemel).

Today’s episode is the fifth in our Launch Series, in partnership with Trilogy Search Partners and Pacific Lake Partners. This discussion focuses on the deal structuring and legal diligence process in a search acquisition, and I’m joined by Scott Alderman, partner at Trilogy, and Alex Temel, partner at law firm Sidley Austin, for the conversation.

During the episode we cover the key steps in the legal process, timeline, how to mitigate risk, working with sellers, staging, reps and warranties, and much more. We broke the conversation into the key stages of a deal and special considerations to make along the way and ended with advice for entrepreneurs when working with legal counsel.

Finally, if you haven’t already, be sure to listen to our four previous episodes on industry research, starting a search, the diligence process, and working with sellers.

Listen weekly and follow the show on Apple Podcasts, Spotify, Google Podcasts, Stitcher, Breaker, and TuneIn.

Learn more about Alex and Think Like an Owner at https://tlaopodcast.com/

Links:

Scott on LinkedIn

Alex on LinkedIn

Sidley Austin LLP

Trilogy Search Partners

Pacific Lake Partners

Launch Ep #1

Launch Ep #2

Launch Ep #3

Launch Ep #4

Topics:

(00:05:01) LOIs: Key components and legal timelines

(00:16:36) Pitfalls in Pre-LOI Due Diligence

(00:20:09) What happens between the LOI and drafting a purchase agreement

(00:22:49) Ways to reduce risk in the legal process

(00:26:35) How to avoid conflict between parties

(00:32:57) Reps, warranties, and covenants

(00:38:58) Where to hold your ground and where to make compromises

(00:40:52) Economic drivers of a business

(00:43:10) Most frequent deal-killers

(00:45:27) Adjusting processes and cadences based on the experience of the seller and their advisors

(00:49:59) Helpful advice for entrepreneurs working with attorneys