How to Protect Yourself Legally When Buying a Business is the focus of this episode with interviewer Jay Bourgana and M&A attorney Joseph Spina. If you’re an entrepreneur, private equity professional, or searcher, this is your legal roadmap for staying in control from LOI to close.
From stock vs. asset sales, to negotiating reps and warranties, indemnities, and seller notes, you’ll learn the key protections buyers need to avoid costly mistakes. Joseph shares battle-tested strategies to spot red flags early, manage key employee risks, and structure transition agreements that actually work.
We talk about how to:
✅ Spot legal red flags early in diligence
✅ Avoid blown S-corp elections and tax traps
✅ Use indemnities, escrows, and seller notes for protection
✅ Manage key employees and customer concentration risks
✅ Negotiate working capital adjustments without killing the deal
00:00 Career path from Big Law to SMB deals
04:20 What separates smooth closings from nightmares
06:30 Stock vs. Asset deals and hidden tax risks
11:06 When to push for reps, warranties & indemnities
17:00 Survival periods, caps, and baskets explained
20:30 Employee misclassification & IRS/DOL risks
23:20 Key-man risk & customer concentration protections
27:00 Structuring seller rollovers (asset & stock deals)
29:45 When to bring in legal counsel (hint: earlier than you think)
30:10 Legal red flags to spot during diligence
32:11 Lease & real estate pitfalls buyers overlook
33:50 Why you must talk to key employees pre-close
39:20 Transition services agreements that actually work
45:20 Working capital adjustments made simple
50:04 Common seller financing traps (and fixes)
53:28 Indemnification offsets & tipping baskets
54:00 War stories: when deals went wrong (and right)
58:30 The I-9 audit story every buyer should hear
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