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When a savvy buyer hears opportunity knocking to purchase a prime positioned business, she decides not to go it alone and taps in the professionals to help navigate what could potentially be a fruitful acquisition. “Behind the Buy” is a truly rare and exclusive peak into the actual process, dangers, pitfalls and achievements, that can occur when buying a business.

In this limited series, hosts of Legally Sound | Smart Business provide insight and help you understand the steps that can go into acquiring a business and maybe even a piece of the American dream. Hear the calls and conversations that take place while you listen and learn about all the things that can wrong on the path to getting it right.

Full Podcast Transcript

NASIR: Welcome to our first episode of Behind the Buy Series on Legally Sound Smart Business. My name is Nasir Pasha.

MATT: And I'm Matt Staub.

NASIR: This is one thing that we've been wanting to do for a while which is let people understand what it is like to actually work with an attorney, but not only any attorney, us, as attorneys as we represent from start to finish the process of actually buying a business. This series is great for those that are thinking about buying a business or even selling a business for that matter. Not only that, for you guys to understand what it's like to actually work with counsel and to go through the process in real life, of the ups and downs like Matt said of an actual buying process.

MATT: If you've never purchased a business before, this will give you a lot of insight. Probably even more so than some situations where if you have bought or sold a business before. We really go through every detail and every conversation and all the players involved. It's gonna be extremely valuable even if you're not looking to buy or sell a business right now, just having this knowledge and kind of have a general understanding of what can occur in this whole process, I think is gonna be of great value to any of the listeners.

NASIR: For you new listeners, my name is Nasir Pasha. I'm joined by co host and also fellow business associate, law firm associate, attorney associate, Matt Staub. We've been doing this for years. It's been years.

MATT: Yeah, we've been in the podcast game before it was cool, I think. NASIR: Well, yes. We made it cool, basically.

MATT: Yeah. NASIR: It's something that we enjoy. This isn't our day job, but we love doing it. This series in particular, I think is part of the reason why we enjoy it because it's so unique. At the end of the day, attorneys are notorious for hiding the ball, hiding the nuances of what they do everyday when in reality, on one hand, it's not that complicated, on the other hand, I wish they would show because it shows what we actually do. Some of the things that we can actually help clients with and expose that. Hopefully, this series does that.

MATT: This is going to be the most in-depth look that you can really find in this sort of medium. I think the listeners will be pleasantly surprised with the insight that's shown here and all the details for this business purchase. We should talk a little bit about who the series is for. The first thing that comes to mind is anyone that's looking to buy a business or I suppose sell a business as well. This is the thing you should be listening to, at least in the podcast medium. It's also pretty valuable to anyone that could possibly buy or sell a business down the road as well because these are the things that you want to keep in mind as you continue the operations of your business. It's these little things and little considerations that would be much helpful if you think about them now as opposed to when you're in the actual negotiation stage. We even saw that a little bit with our client as well. She was able to overcome those pretty quickly. It wasn't an issue, but it's very helpful to get the mind working on those things. NASIR: Well said, Matt. I agree this is a true crash course for those that are looking to buy a business. Keep in mind — I don't know what your opinion is on this is, Matt, but this transaction was in a lot of ways very typical, and in a lot of other ways not typical in a sense. I think what's typical about it is that there are ups and downs and twists and turns. There are things that I don't think most people in that same situation would be able to predict, and frankly, you'd have to listen in to figure out what those things are. At the same time, that in itself is predictable because every transaction is different and it is expected to expect the unexpected. In fact, very rarely do any significant transactions just go completely smooth no matter how much preparation you have, the people involved, anything. This is just what occurs.

MATT: You're exactly right. If you could have told us at the beginning of discussions with a client and what our expectations were, there's no way you can predict that stuff. We could've guessed on certain things that possibly would have shifted or fallen through, but you're never going to be right. Our job is to be as ready and prepared as possible for those things that come up unexpectedly. Like you said, it's a good insight into what actually happens in a transaction like this and obviously, it's not gonna be the exact same for everyone. We've even tried to highlight some of the areas in this transaction that weren't a concern. We even tried to highlight those as well and say, "Look, Sometimes this is a problem or this is something you may want to look out for." We try to give a full picture. We can't do everything, but I do think it's a good glimpse into what these transactions are like.

NASIR: Let me describe what you can expect with this series. Basically, each episode is pretty much divided into different phone calls that we have with the client. Thankfully, we also divided those phone calls into the different stages of buying a business. It starts out with the very beginning when our buyer is interested. By the way, the buyer's buying an urgent care in California. The first call starts out with discussing the terms and figuring out how to actually engage the seller in buying the business. Then it goes from there, from every stage to the due diligence period and possibly engaging a broker to the purchase agreement to the close, if there is a close, and everything related in between. Each episode, you'll be able to get an idea as to — if you're buying your own business — what you can expect in each stage even if it doesn't go specifically along the lines of this particular transaction. Within the episode, we also talk about different things that you can think about when you are in that particular stage of the process.

MATT: It's kind of a roadmap, but like you said, you're going to veer off different ways depending on the different circumstances of similar transactions. We try to keep you on the path and I think we do for the most part, but if you're sitting there listening thinking, this is exactly how it's going to go if you purchase a business, that's not the case, but at least we'll give you a good framework to build off of.

NASIR: Right, and keep in mind, not everything is in this series. All the emails back and forth, some of the phone calls, and meetings, stuff like that aren't part of this but trust me guys, you're not missing anything special. You guys are getting the — There was a lot in there, we had to cut it down to all the good stuff. But I would say just to kind of give a background. She has a partner and her and her business partner are in the process of looking for an urgent care in California to purchase. Her partner ends up being a physician. In California — and we talked a little bit about this — technically, non-physicians can't own an urgent care for example. There's different structures that are still complied in this case, let's call it a Management Service Organization or MSO structure. Hopefully, we'll talk about that a little bit later in the series. They engage a seller to sell their business. Is that enough setup, Matt? I don't want to give everything away because there's quite a bit here and there to talk about.

MATT: I think that's a good way to kind of lead into everything. Yeah, like you said, we don't want to give any of the details away, what actually happened in the discussions between the parties or anything in the phone calls, but that's the gist of it. The listeners will be able to kind of see how it goes from day one to whatever the last day was. One thing to keep in mind too for any of the listeners, this is a bunch of recorded calls with our client and one specific transaction, but we do want this to be an engaging podcast series we do want interactions. We want the listeners to chime in with any feedback or any questions they may have or anything that kind of relates to any of the episodes that go up too because the idea is to have it be very engaging and have the listeners interact with us as we move along in this process.

NASIR: Absolutely, and you can do that through our social media channels. We are on Facebook, Instagram, or you can email us at info@legallysoundsmartbusiness.com. And to that note, we should introduce our sponsor because this is the first that our entire series is sponsored by this company and they come very highly recommended.

MATT: Our sponsor's Pasha Law PC. It's a law firm based out of California, Texas, New York and Illinois focusing on business and corporate law. Actually, it would probably be a good fit for the transaction that we're doing within this series now that I think about it.

NASIR: Absolutely, I think that's a great idea. We should definitely do that. But I think they're gonna be our sponsor hopefully cross your fingers for the rest of the episodes as well. We've got to get our listenership up and get that going so that they can continue to support us. Only through your support, that means leaving really great reviews, five-star reviews on iTunes, Spotify and Google Podcasts and all the other channels as much as you can because that's really what frankly pays the bills and allows this podcast to continue.

MATT: Exactly.

Thank you for listening to our podcast. Listen to our next episode of Behind the Buy. If you enjoyed your listen, please do not forget to subscribe and to leave your positive reviews.

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Legally Sound | Smart Business
A podcast covering business in the news with a legal twist by Pasha Law PC
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Legally Sound | Smart Business covers the top business stories with a legal twist. Hosted by attorneys Nasir N. Pasha and Matt Staub of Pasha Law, Legally Sound | Smart Business is a podcast geared towards small business owners.

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