Eli Albrecht
@Eli_Albrecht
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Helping people buy and sell businesses • Partner @SMBLawGroup ; rep’ing Indy Sponsor•PE•Searchers; xGibsonDunn @GeorgetownLaw @JohnsHopkins @IDF Special Forces
Washington, D.C.
Joined March 2015
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It is time for an introduction.
I am an M&A partner at
@smblawgroup
. I focus on Independent Sponsors, searchfunds, and searchers.
It has been a windy road. Here is my story:
Born in LA, one of my first memories was the curfews from riots in the early 1990s. We moved to inner…
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Last year, my 6-year-old had a school play. I summoned the courage to ask the Big Law partners for permission to attend. One gave me a lecture about how he worked while his wife was giving birth and another responded, okay, and then promptly removed me from the deal I was working…
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A couple months ago I represented a married client who kept separate bank accounts. They had kids and essentially tallied the expenses and divided them each month. They divided the mortgage, groceries, healthcare, had separate savings accounts, and were 50/50 on the house (paid…
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I used to want a corner office at a prestigious law firm.
Now, I want to live on my homestead, do great M&A deals from my home office, swim with my kids after school, and have tea with my wife while we watch sunsets turn into fireflies.
Once I stopped buying into the pursuit…
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When did we start negotiating with overgrown entitled toddlers cosplaying as revolutionaries for an anti-American terrorist group?
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I remember early in my BigLaw career, when I said on a conference call I would be offline for Shabbat, the senior Partner said, Enjoy your mimosas, Eli. Don't think about us. We'll be here working on the deal.
I was young at the time, so I mumbled, "Okay, thank you."
But, I…
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I see too many lawyers making unnecessary changes to documents. Each edit corrodes goodwill in a deal.
As a young M&A associate, I used to mark everything (improper spacing, inconsistent quotation marks, wording consistency). One day, a partner asked me to mark up a purchase…
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Today, a husband-wife power washing company came to do my pool deck. They told me they quit their corporate jobs 15 years ago when the Dad couldn't attend his daughter's softball games.
Dad was practically beaming when he said, since then, he has never missed one of her games.
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@RobertMSterling
“After everything came apart in November 2022” - you mean after he ran a criminal scheme to defraud? Why is there no acceptance of responsibility?
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5 years ago, I told a BigLaw partner I need a vacation because my marriage was on the rocks. He said, Eli, you need to decide on your priorities. If you want to do M&A, you need to make sacrifices.
This week, without fail, each of my clients have apologized for “bothering” me on…
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Last week, we traveled a divided Israel. The Left was protesting, the Right hated the Left. Sfardis and Ashkenazis took swipes at each other, and non-religious and religious disagreed about everything. A taxi driver told me, the Left is destroying this country, and a tour guide…
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For years I pursued symbols of success. I served in the most prestigious special forces unit, pursued a fancy undergraduate degree, and top law school. Then, joined one of the best law firms in the world. There, I worked on deals covered by the Wall Street Journal.
My whole life…
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Yesterday, during my morning prayers in Jerusalem celebrating the holiday of Simchat Torah, the air raid sirens went off. I ran to find my children to take them to the bomb shelter. In the confusion, I lost my middle daughter, Paz.
My son was shaking and I held him. I just kept…
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M&A Monday: Buying a Business with $0: Structuring an Acquisition with Investors
Last week I posted about the generational opportunity to buy small businesses owned by the Baby Boomer generation. 2.3 million businesses are owned by Baby Boomers and over 60% have no succession…
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As an associate in BigLaw, I worked on a private equity deal for months. We were days away from closing and the Partners were fighting over a legal issue that would never actually occur. I spent months of sleepless nights, canceled dates with my wife, and missed my daughter's…
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Last month I walked away from BigLaw making, $445,000/year. I turned down 7-figure partnership offers at other firms to join
@smblawgroup
and represent real people buying real businesses.
My BigLaw mentor told me I was crazy.
@SMB_Attorney
and
@KHendersonCo
told me I would…
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At a BigLaw firm, 9PM was time to order UberEats and hoping to leave the office and head home.
Now, 9PM is time to put my goats back in the barn.
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I pay half my income in taxes, but at least I know that if I’m ever stuck in a war zone, the US government will assist.
For the small fee of paying the government back for the travel. Can you at least send me the Promissory Note in Word so I can mark it up?
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Two weeks ago, I was rushing my kids to school in the morning.
Now, I rushed them into a bomb shelter as missiles fell from Gaza.
Each child reacts differently, my son asks a thousand questions, as if knowing more will keep him safer.
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For years I represented private equity in billions of dollars of M&A transactions. Here are things the pros do that
#searchfunds
and
#SMB
buyers should know.
You must do legal diligence, but legal due diligence kills deals, for two reasons:
1) Legal diligence causes seller…
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21 days ago, I took my family to Israel for a 10 day vacation. Tonight, we boarded a flight back home. Yes, our flights were canceled, but we were also deeply ambivalent.
It pains me deeply to leave during a time like this. Part of me has been left there. But, my family needs…
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Finally got my kids to sleep in the next room. Now, near Tel Aviv watching missiles indiscriminately fired toward us.
Not one other country would ever tolerate this year after year.
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I dedicated ten years to getting my name on a fancy high-rise office.
Once I got the office, I realized what I really wanted was to live in a small rural town with one street, not lock my doors at night, and be able to hug my kids when they get home from school.
(This is an…
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This Thanksgiving, I feel so blessed.
But, I have not always felt this way.
I grew up constantly worried about money. I remember walking in on my dad crying after he had been laid off and take items out of the grocery cart at Checkout. As kids, we went without birthday gifts…
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I began posting publicly while still in BigLaw and people were horrified that I would share raw, personal feelings and struggles as a BigLaw lawyer. Eventually, a partner said to me, “Eli, you’re a great lawyer and have a bright future here, the partners have been talking and…
Build a personal brand.
You’ll probably get fired.
But by the time you do, you won’t need a job anymore.
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Walking through the airport, I was struck by how many dads carrying babies, pushing strollers, and holding children’s hands. This generation of Dads are different. They are working hard to show up and be engaged, even when our role models did not.
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One of my first deals after leaving BigLaw 8 months ago was representing the sellers of a roll-off dumpster company.
Before leaving BigLaw I represented PE groups in billion dollar+ transactions and suddenly found myself explaining to two grandparents what indemnification means.…
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I worked with some of the top private equity practitioners as a BigLaw lawyer. Some of these MDs were the best around and watching them work was beautiful.
Last week, I was representing a founder-seller selling his business to PE. He is very nervous about the process and we…
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When I did on-campus interviews for BigLaw firms I had several offers.
My mentor said, decide by doing the Cold Pizza Test.
He said: When you’re working on a deal in the office, late into the night, who would you like to share a cold pizza with at 11pm?
I guess he meant, the…
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If an M&A lawyer is billing by the hour and paid the same whether a deal closes or not, what is their incentive to close a deal quickly and efficiently?
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As an observant Jew, for 25 hours I turn off my phone and computer and focus on my family.
I work extremely hard for 6 days, but at any point in my week, I know I am never more than three days from or to Shabbat.
Never more than three days from quieting the ringing and pinging…
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A few years ago, at 8am my son ran back from the car and said, someone was in our car. I went outside. My car ransacked for the 2nd time in a year.
I grew up in the city, but always dreamed of raising my kids on land where we can hunt, fish, plant, and raise animals.
At that…
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The Payment Holiday. Every Seller Promissory Note should include a Payment Holiday.
What is a Payment Holiday and how to structure one?
I am a strong advocate that a buyer’s offer should include a seller note for a portion of the offer (benefits discussed in other posts).
A…
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Earlier in my BigLaw career, when I told a partner I needed to move a call to pick up my sick daughter from school he said, “Don’t you have a wife?” Now, when my baby is sick, I move my calls to rub her tummy.
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Today, I fulfilled a ten-year dream of bringing my family to Israel for the holiday of Sukkot.
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Last month I represented a lawyer who left his job and bought a small logistics company, this week, I am representing a BigLaw lawyer under LOI on a main street SMB, which reminds me of a joke I heard a while back:
A fancy Wall Street lawyer is at his home in the Hamptons and is…
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I spent the weekend explaining to New Yorkers why I moved my family to a farm in the middle of nowhere.
I got back home late last night and had my coffee this morning smelling clean air and watching clouds roll by.
Either you get it or you don’t.
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Yesterday we swam in a desert spring, today my family woke to air raid sirens. I held my kids, shaking, in a bomb shelter until we heard the missiles detonate above us.
My family is safe. Thank you for all of your messages.
My prayers are with all those suffering needlessly.
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M&A Monday: Last year after closing a deal, seller received $80 million and when the wire from buyer to seller sent, his final email said, “no backsies!”
In the months after, the buyer discovered widespread misrepresentations and fraud. The business was performing poorly and…
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It’s been 3 years since I convinced my family to leave the city.
I told a friend we’d just try it for a year.
Today, that friend asked me if I’m coming back.
No, I don’t think so.
It’s not perfect, but it is the best way to raise my 3 kids.
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I’ve been through multiple wars and conflicts during my time in Israel, but never with a wife and 3 kids.
With a family, everything changes.
I’m trying to evaluate which part of the country is safe and predict complex geopolitics and the next steps of multiple irrational…
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X friends, to get a haircut it is almost a 2-hour ordeal (25 min drive; wait time; haircut time).
Between family, son's wrestling, sick kids, deals, 1-3 meals a day, how are ya'll finding time for haircuts?
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Happy Easter to all of my friends who celebrate.
At the end of my service in the IDF I took tours of Christians (some of the most wonderful people in the world) to visit the Garden Tomb in Jerusalem (Jesus's cave of resurrection).
I received more love and prayers from them…
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Monday used to mean a gridlocked commute into my high-rise. Now it means drinking a coffee and looking out at this view.
Every day I’m thankful that I traded a fancy office for a small town in the country.
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Today, I reviewed a purchase agreement marked up by a seller with no lawyer. Literally raw-dogging $5m+ deal.
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M&A Monday:* The Forgivable Promissory Note
The Forgivable Promissory Note (FPN) is a powerful tool for buyers to offer higher offers with reduced risk.
(A) How does an FPN work?
FPN is a portion of the purchase price seller lends to buyer and is repaid over time. Often between…
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M&A Monday*: Closing Conditions
I have seen more buyers saved by closing conditions than any other provision.
Last month, I got an urgent call from a client. He had signed a purchase agreement, but his deal had not closed. The key manager was leaving. He said, do we have any…
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M&A Monday: Limitation on Seller’s Liability: Survival, Caps, & Baskets
A core part of negotiating an M&A deal seeks to answer the question, what if something goes wrong after closing?
Unlike in real estate, where property due diligence can almost fully inform a buyer, in M&A,…
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I have received a lot of nice feedback over the years, but none nicer than the M&A CPA on my deal last week saying,
“That was a pretty nice Excel model you made (referring to an earn out model I built). I didn’t know lawyers could use Excel”.
I have been on cloud 9 all day.
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I spoke to an x-BigLaw lawyer who said, the best long term clients are the ones who would love to see you get rich with them.
One of my favorite clients went under LOI the other day and when we discussed a fixed fee for the deal, he said, how does this rank in your annual…
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Be wary of lawyers who aggressively mark up NDAs. It is not a good omen for future interactions on a deal.
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M&A Monday: Sellers' Attempt to Limit Liability: Indemnification Caps *
An explanation of indemnification caps and why the "market" position is wrong for sub-$50m deals (you need to know this).
Shockingly, deals die over the cap on indemnification. This is an issue that lawyers…
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Today I joined hundreds of thousands of people waving American and Israeli flags and marching for western values on the National Mall.
I don’t like rallies. I haven’t participated in one since 9/11.
Today felt a lot like those moments after 9/11. Good and evil is so clear.…
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It is Friday. It has been a busy week, but tonight, I will turn off my phone and computer and spend 25 uninterrupted hours with my family.
This is Shabbat and for 25 hours the ringing and pinging will stop. We’ll take deep breaths and make even deeper connections.
Shabbat…
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As a buyer, you may not care about the Seller's tax situation. However, I promise, the Seller's tax problems will be your problem.
I have seen many deals where two weeks before Closing Seller calculates their take-away number after tax, legal, and brokers and decides it is just…
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Merry Christmas to all my wonderful Christian and other friends who celebrate. From our Jewish family (with just a bit of Christmas envy) to yours, Merry Christmas and may this holiday bring you ever closer to those who love you.
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I see too many lawyers making unnecessary changes to documents and slowing down a deal.
As a young M&A associate, a partner asked me to markup a purchase agreement. I did and then sent it to him.
He called me into his office with two printed versions of my markup.
He then…
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I can't decide which seller counsel kills more deals, the local family-law lawyer handling the $15m sale of a business, or the BigLaw legal team who treats the $15 million deal like a $15 billion deal.
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He told me that when first starting the business the neighbors frowned at his new job. But, he said in the last 15 years he gets to spend every day with his wife (their connection was palpable), controls his own time, and is now fielding offers to sell.
Sounds like a huge win…
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Yesterday, I talked to a prospective new client. After telling him about the deal process, he asked:
If you miss something in legal diligence, do you have malpractice insurance so I can sue you?
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Tonight, I will turn my phone off, sit with my family and tell the story of Jewish emancipation from Egypt 3300 years ago.
I will tell my kids the story of Moshe/Moses shepherding his flock.
He encounters a burning bush and the presence of God. God communicates with him and…
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The best message to get a week before closing: Hey Eli, it’s no problem to switch to a stock purchase from an asset purchase, right?
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3:35 PM: Drafting a purchase agreement and interrupted by a rocket barrage. Got everyone in the shelter. Heard the iron dome intercept three rockets. 3:40 PM, back to drafting the purchase agreement.
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One of the main differences between the U.S. and Israel is that everyone in Israel serves in the military and in reserves until they turn 40.
During a general call-up, almost every male and many females are called up. Everyone knows someone who has been killed in combat.…
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Dear Jonathan Glazer,
You received an Oscar for your film, Zone of Interest, depicting Rudolf Hoss, the SS commander of the Auschwitz concentration camp. It shows Hoss and his family happily farming and ignoring the extermination Hoss engineered. Hoss was incredibly efficient at…
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Today, I had a closing call and had actual tears in my eyes.
4 months ago, I spoke to two brothers thinking of selling to a PE backed-strategic.
On a closing call, the brothers described the sweat and blood that led to this moment and the fear of selling their life's work. I…
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M&A Monday: How to Structure a Seller Note in an Acquisition.
The Seller Promissory Note is one of the best tools when structuring an acquisition. Seller notes are common on SMB deals and used strategically by independent sponsors and small PE.
Each Monday I post one lesson…
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Opposing counsel: I've done lots of M&A.
Also opposing counsel: Why in the world should we choose Delaware Law if the business is located in Florida?
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Buyer submits an LOI and Seller sits on it (possibly shops it). Classic problem.
I included an interesting solution in an LOI today.
A small “bonus” if the LOI is signed within 24 hours of receipt. In reality, this is a slight increase to the purchase price that will not make…
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Private Equity Story Time: Beer and Tacos.
I worked with some of the top private equity practitioners as a BigLaw lawyer. They were the best around. Watching them work was beautiful.
Here is the second short story in my new installment: Private Equity Story Time. These stories…
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Honest to God, as a young lawyer, I was on calls with M&A lawyers paid $1500/hour and one defended his position saying, “this is market”, the other highly educated, top-lawyer responded, “in my view this is not market”.
The argument continued like that for a while, until both…
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Early in my career, I worked with a partner representing a seller to a large private equity group.
After our first negotiation with Buyer’s counsel from another BigLaw firm, the lawyer was rude, insulting, and wouldn’t compromise on any point. Promptly following the call, we…
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It takes a lot to leave my family, goats, and chickens. Frankly, I hate it. I hate not being with the family and hate not seeing my wife for any amount of time.
But, I’m excited to see my partners at SMB Law for our retreat and excited (alongside my partners) to make this…
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M&A Monday: Structuring a Contingent Purchase Price
Clients often ask me how to construct an offer for a business target that has (a) inconsistent EBITDA/Revenue; (b) an outlier prior year; (c) high pro forma revenue (usually with some assertion of certainty, i.e., based on new…
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Today was a huge milestone for me. I sent an engagement letter to my first repeat client. This independent sponsor was one of my first when I left BigLaw, closed his deal, and is now pursuing another.
When I left BigLaw I was terrified that the phone would not ring. I lay awake…
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My wife is in Israel this week bearing witness to the October 7 attacks and meeting with families of hostages.
I miss her, I’m nervous for her, but God, I am so frickin proud of her strength and courage.
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Monday night I turned my phone off for 48 hours for Passover while I have multiple active deals and dozens of LOIs in negotiation.
Guess what? No one died. The world did not collapse, and clients survived (in fact, my clients were overwhelmingly supportive).
Yes, I had a lot…
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Five years ago, I went to parent teacher conferences and was struck by how few Dads were there.
This morning, at my daughter’s school presentation the room was full of dads. Dads holding babies, Dads engaged with their kids, and Dads showing up. So great to see.
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I remember leaving my office and taking the subway home. Now, I leave my office to lead my goats back to their barn for the night.
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I met someone the other day, who said, you do M&A right?? I said, yes.
Him: I have a friend who got an offer from PE to sell his business and he asked me if it was a good price. You'll never believe what he was offered!!
Me: What?
Him: 8x Revenue!! Can you believe it??!
Me:…
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Young M&A Lawyers, if you are working off a form that has a singular party (e.g., "Buyer"), but there are two parties in your deal, instead of spending 5 hours changing everything to plural, change the party to a Party Group (e.g., "Buyer Group") - that way it stays singular.
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As a dad, I work so hard to create a deep relationship with my kids. But, sometimes, it feels like it is all for nothing.
Other moments make me realize it was all worth it. Friday, my son came home with a picture. He said, look, it is you praying with me before my wrestling…
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In the Jewish faith, the Talmud says, that if a person wants to obtain certain level of wealth, they will want to obtain double that.
The same desire to obtain 100, will drive one to want 200. Unless, one makes a conscious decision, one will never be happy with what they have.
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Oh lord. We did take a massive leap of faith leaving BigLaw. We took that leap of faith. We have been working so hard for 14 years. We have been through immense challenges along the way. We have achieved our dreams together.
When we met, we had nothing. We lived on food stamps…
Today was our daughter’s sixth birthday party. I feel so grateful to have three healthy, smart, kind, and thoughtful kids but I can’t help feeling an overwhelming appreciation for my husband
@Eli_Albrecht
.
Last year we took a huge leap of faith and left big law to join…
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As a young BigLaw associate, I felt like I was always apologizing. I apologized for not knowing things, not working fast enough, before speaking up, before asking a paralegal to do something, etc.
After watching elite M&A partners and top PE sponsors, I realized that they screw…
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Every. Single. Time I open this beautiful App there is a new banger from
@RobertMSterling
. His trolling is only rivaled by his long form posts that make me laugh while seeing new perspectives.
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M&A Monday: The Delicate Balance of Transition Services
Negotiating Transition Services (Seller's post-closing involvement in the business) is a critical aspect of the business's success.
Buying a business is complex. Often, the keys to a business’s success are located inside…
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The Albrechts are off to the Bahamas for Passover.
Credit to
@irrvrntVC
for the
@july
luggage.
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When I worked in BigLaw, at this time of the evening I sat in my fancy office, with my name on the door, and free cold brew on top. I missed my kid’s bedtime almost every night.
Tonight, we had a spontaneous new-bike session before putting the girls to bed.
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@SMB_Attorney
This reflects more on your friend than on Tesla. I have been using self driving for 5 years (my kids’ school is an hour commute each way). It has been practically flawless on highway driving.
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We insist on taking kid-free vacations to strengthen and grow our relationship. We need this time to refocus on each other. A lot of life can get in the way. This week we are staying at Post Ranch in Big Sur.
This girl is the foundation of my entire life. My work success,…
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Why don't more BigLaw lawyers strike out on their own like
@SMB_Attorney
,
@KHendersonCo
(founded SMB Law Group), and I?
Here is the honest truth:
1. BL associates make a lot of money. When I left earlier this year a 6th year was making $475,000 all in (with annual increases).…
Big law associates are very intelligent and extremely hardworking.
Why don't more follow
@SMB_Attorney
's lead? Why do so many (not looking for partnership) opt for 9-7 corporate jobs that require in-office attendance?
It comes down to risk tolerance.
Associates reach big…
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