
DEALMAKING WITH LAURA DIFRANCESCO
Welcome to "Dealmaking with Laura DiFrancesco," the ultimate podcast for entrepreneurs, investors, and business enthusiasts eager to navigate the world of mergers and acquisitions. Hosted by Laura DiFrancesco, a seasoned M&A attorney and founder of Dean Street Law, this podcast empowers you with the knowledge, strategies, and resources needed to successfully acquire and grow or sell small businesses in the competitive landscape of mergers and acquisitions and entrepreneurship through acquisition.
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Aug 6, 2024
Asset vs. Stock Purchases // Episode 2
Confused between asset purchases or stock purchase? Learn the key decision factors, tax considerations, and diligence issues that can influence which path makes the most sense. If you want to understand how deal structure shapes risk, liability, and strategy, this episode breaks down the essentials.
Sep 24, 2024
Timeline of Selling a Business // Episode 12
Thinking about selling your business? This episode breaks down the full timeline of a business sale, from early planning and valuation to due diligence, closing, and post-sale transition. If you want a clearer view of what to expect when selling a company, this episode walks through the key stages.
Jan 28, 2025
Put Options in M&A: Crafting Fair and Effective Exit Strategies // Episode 15
How do investors create a clear path to exit in an acquisition? This episode explores the role of put options in M&A and why they are increasingly used in entrepreneurship through acquisition deals. If you want to better understand how exit planning fits into deal structure, this episode breaks down the key considerations.
Feb 11, 2025
How to Structure an Acquisition of a Licensed Business // Episode 17
Navigating a deal that involves a professional license? This episode breaks down the most common buyer questions around regulated businesses, transaction structure, and approval timelines. Learn how licensing affects your deal, what can delay closing, and how to plan for a smooth license transfer so your acquisition stays on track.
Feb 18, 2025
How to Successfully Transition Employees in M&A // Episode 18
Worried about what happens to employees after closing? This episode breaks down the key considerations around team transitions in M&A deals, including how asset versus stock structures impact employees. Learn how to think through retention, communication, culture, and legal compliance so you can reduce risk, maintain stability, and set your acquisition up for long-term success.
Feb 25, 2025
How Buying an LLC is Different than Buying a Corporation // Episode 19
Considering a membership interest purchase? This episode unpacks what buyers and sellers need to understand when transferring ownership in corporations versus LLCs. Learn how state-specific laws, governance documents, and due diligence shape the transaction—and what to address before and after closing to avoid costly missteps and protect your position.
Mar 4, 2025
Top 6 Mistakes in ETA and Buying a Small Business // Episode 20
Buying a small business for the first time? This episode highlights common mistakes that can derail a deal before and after closing. Learn why business acquisitions require more than a basic contract, how operational handoffs and employee transitions can create risk, and why no two transactions should follow a generic template. If you want to approach your next deal with sharper diligence and fewer surprises, this conversation is a must-listen.
Mar 11, 2025
Legal Fees of Buying or Selling a Business // Episode 21
onfused about where legal fees come from in an M&A deal? This episode breaks down the common fee structures you’ll encounter and what they actually mean for your transaction. Learn what drives legal costs, how deal complexity impacts scope, and why understanding your fee arrangement upfront can help you budget smarter and avoid surprises at closing.
Mar 25, 2025
Negotiating the Purchase Price and Seller Notes // Episode 23
Negotiating purchase price or a seller note? Learn what truly makes up a purchase price, how seller financing shifts risk between parties, and why working capital and tax planning can significantly impact the final numbers. If you want to structure a deal that protects your downside while keeping negotiations productive, this conversation will help you think several steps ahead.
Apr 8, 2025
Indemnification Provisions // Episode 24
Indemnification clauses can quietly shape the risk in your deal. This episode breaks down how these provisions work and why terms like scope, survival periods, baskets, and caps matter more than most buyers and sellers realize. Learn how to think through negotiation strategy, what “mutual” provisions really mean, and how to protect your downside before signing.
Apr 15, 2025
Confidentiality Agreements in Mergers and Acquisition // Episode 25
Sharing financials and sensitive data during a deal? If you want to protect proprietary information while keeping your deal moving forward, this episode lays the groundwork. Learn the key provisions that matter, how to approach negotiations thoughtfully, and why practical safeguards should work alongside the contract.
Apr 22, 2025
Considerations when Buying or Selling and Asset Heavy Business // Episode 26
Buying or selling an asset-heavy business? This episode explores the added layers of diligence required when significant equipment, inventory, or hard assets are involved. Learn how to evaluate asset value and performance, what to do when valuation disputes arise, and how deal structure impacts the transfer.
Apr 29, 2025
What is ETA? // Episode 27
Thinking about entrepreneurship through acquisition? This episode breaks down what ETA really involves beyond the headlines. Explore the advantages of stepping into an existing business with cash flow, the risks that come with personal guarantees and operational responsibility, and how financing and legal structure shape your outcome. If you’re weighing ETA against starting from scratch or investing elsewhere, this conversation will help you assess whether it’s the right path for you.
May 6, 2025
Should You Buy a Business or Build One? // Episode 28
Should you buy a business or build one from scratch? This episode compares the financial, operational, and emotional tradeoffs of both paths. If you’re weighing risk versus reward, this conversation will help you think critically about which route aligns with your goals.
May 13, 2025
Explaining Due Diligence Data Room // Episode 29
Preparing for due diligence? Learn the difference between virtual and in-person data rooms, what information should be limited or restricted, and how to control access strategically. If you want to streamline diligence, avoid oversharing, and stay organized under pressure, this conversation offers practical guidance you can apply immediately.
Oct 7, 2025
Welcome Back: ETA Conferences, Book, and More // Episode 31
Want a behind-the-scenes update on recent milestones and what’s ahead for the podcast?Hear about the launch of Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business, along with reflections on recent experiences and new ventures.
Oct 21, 2025
Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business // Episode 32
Curious what it really takes to buy a small business? This episode introduces Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business and the key concepts behind it. Explore the legal and strategic foundations of acquiring a company, from shaping your acquisition strategy to navigating due diligence and closing.
Nov 4, 2025
Explaining Escrow and Holdback in Mergers and Acquisitions // Episode 33
What role do escrows and holdbacks play in a business acquisition? This episode breaks down how these provisions work and why they are commonly used to manage risk in M&A transactions. If you want a better understanding of how these safeguards function in a deal, this episode walks through the essentials!
Dec 2, 2025
Understanding Non-Competes in Business Acquisition // Episode 35
What happens after a seller exits a business? This episode explores the role of non-compete agreements in protecting the value of an acquisition. Learn how these provisions prevent post-sale competition, what makes terms reasonable and enforceable, and how recent FTC discussions around non-competes are shaping the broader landscape.
Dec 16, 2025
Legal Aspect of Buying a Manufacturing Business // Episode 36
Thinking about acquiring a manufacturing business? This episode explores the unique legal and operational factors that shape these transactions. If you want to understand the risks and considerations specific to manufacturing businesses, this episode highlights what buyers and sellers should evaluate before closing.
Dec 30, 2025
Post Closing Legal Support // Episode 37
What happens after the deal closes? This episode focuses on the often-overlooked legal and operational steps that follow an acquisition. If you want to navigate the months after closing with more clarity and fewer surprises, this episode outlines the key processes to prepare for.
Feb 3, 2026
Building Value Through Strategic Operations // Episode 38
How do strong operations create real value in a business? In this episode, a managing partner from PIC Operating Group shares insights on building companies through strategic operations and intentional leadership. Explore how operational strategy, communication, and stakeholder alignment influence growth, along with how technology and AI are reshaping the way businesses execute their plans.
Feb 17, 2026
Buying a Healthcare Business // Episode 39
Considering a healthcare business acquisition? This episode explores the unique regulatory, operational, and legal factors that come with deals in the healthcare sector. Learn how issues like patient data privacy, public policy, human resources, and reputation risk can shape diligence and deal structure.
Mar 3, 2026
What is a Search Fund? // Episode 40
Curious how search funds work in entrepreneurship through acquisition? This episode breaks down the fundamentals, including how search funds are structured, the phases of the process, and the roles of both searchers and investors. Learn why aligning incentives matters, what legal and ethical responsibilities come with raising capital, and the advantages and challenges of this acquisition model.
Mar 17, 2026
Buying or Selling A Business? Choose the Law Firm that Will Support You! // Episode 41
Not all law firms approach deals the same way. This episode explores how Dean Street Law prioritizes client experience, communication, and deal strategy and why that matters when choosing legal counsel. If you want to make a more informed decision before hiring a firm, this episode outlines what to look for.
Mar 31, 2026
Communicating with Clients During the Business Acquisition Process // Episode 42
Clear communication can make or break your deal experience. This episode outlines what it actually looks like to work with legal counsel day-to-day, from setting expectations on communication to staying proactive throughout the transaction.
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