Ryan Smith, SBA loan expert, is joined by Melissa Bustarde, an M&A attorney and Managing Partner at Branthman, Mayfield, Bustarde, Ryckanthal LLP (BMBR LLP). Melissa specializes in representing both buyers and sellers in lower-middle-market transactions—deals of $10 million or less in enterprise value—and has advised numerous acquisition entrepreneurs who used SBA financing to close their transactions.

In this episode, Melissa shares her remarkable career journey, detailing her path from law clerk to firm owner, and provides crucial legal guidance for entrepreneurs and small business owners.

Key topics covered include:

• Why niche M&A expertise is essential, and why hiring a non-specialized attorney is a mistake.
• The critical importance of the Letter of Intent (LOI) and why signing it without counsel can increase costs and risks.
• The three core areas of a purchase agreement that protect buyers: R&Ws, Indemnification, and payment structure.
• How Melissa’s holistic experience representing both sides allows her to negotiate better deals for her clients.
• The risk of over-complication from larger law firms and how to streamline the process.
• The difference between Asset vs. Stock/MIPA Purchases, and how to mitigate downside risk.
• Insights into her transition to General Counsel for clients post-acquisition, covering everything from entity formation to contract review.
• The future of the legal industry and how AI is currently impacting drafting and litigation.

If you are buying or selling a business, this deep dive into M&A legal strategy is essential viewing!

Key Chapters:

0:00 - Introduction
0:47 - Attorney Background
1:30 - Clerk to Partner
3:00 - Recessions' Impact
4:26 - M&A Focus
5:43 - Tailored Fees
8:31 - Legal Audit
11:29 - Geographic Limits
13:50 - Letter of Intent
16:58 - Buyer Protections
20:30 - Case Study
23:44 - R&W Importance
28:50 - Asset vs Stock
37:37 - General Counsel
42:26 - AI Impact
44:48 - AI Litigation

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