The Basics of Selling a Middle Market Company


About the Episode

Rob Brighton joins us to talk about key considerations for selling your small to medium-sized business. Rob is a corporate transactional attorney, with experience in both building a company and selling it. He discusses key legal considerations when selling a business,  corporate and financial structures, including recaps, rollovers, and equity, the use of earnouts in M&A transactions, and due diligence. We also discuss the importance of preparing for a sale and understanding the true costs involved in closing the transaction.

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In this Episode

3:15 Is an IPO an exit?
4:00 Is there crossover between securities and M&A attorneys?
4:35 What are key legal considerations you should take into account before selling your company?
6:45 How does a recapitalization work?
9:25 What is a rollover? How is equity rolled over?
12:15 How often are rollovers used by private equity groups and strategic buyers?
13:25 How should phantom equity be used?
13:45 How should earnouts be used in M&A transactions?
16:10 Tips for performing pre-sale legal due diligence
19:15 How long does it take to prepare a company for sale from a legal standpoint, and how far in advance should the preparation work be done?
21:55 How many billable hours does it take to prepare a company for sale?
27:35 How does a purchase price adjustment work?
34:55 How much does representations and warranties (R&W) insurance cost?
37:00 How thoroughly does the underwriter perform due diligence for R&W insurance?

Learn More About This Episode

Meet Our Guest

Robert Brighton

Robert Brighton

Shareholder at Becker & Poliakoff, P.A

Rob is a corporate transactional attorney who concentrates his practice in the areas of securities, corporate finance, mergers, acquisitions and divestitures, private equity, and venture capital. Admitted to the Florida and New York Bars, he serves on various business law-related committees of the American Bar Association, as well as the Florida and New York Bars, including Committees on Legal Opinions, Federal Securities Regulation, Corporate Governance, and Small Business.

Rob is a former member of the board of directors of the Association for Corporate Growth Global (ACG) and also served on its audit committee. In addition, he is a past President and current member of the Board of Directors of the South Florida Chapter of ACG and has served four terms as Chairman of the Florida ACG Capital Connection (2006, 2011, 2015, and 2019). Rob has also served as a director of the Florida Venture Forum and is actively involved in the SFNet (Commercial Finance Association), the Turnaround Management Association, the Gold Coast Venture Forum, and the South Florida Technology Alliance, among other business development organizations.

Rob frequently writes and speaks on topics in the areas of corporate and securities law.

Location Location: Fort Lauderdale, Florida

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