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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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Jul 31, 2024

Introduction to Buying a Business // Episode 1

Thinking about buying a business but unsure where to start? This episode introduces the core stages of the M&A process, from identifying opportunities to navigating due diligence, negotiating terms, and reaching closing.

Introduction to Buying a Business // Episode 1

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.

Asset vs. Stock Purchases // Episode 2

Aug 12, 2024

Navigating SBA Guidelines // Episode 3

Using SBA financing for your acquisition? Learn how the approval process works, what compliance requirements can affect your transaction, and why staying current with evolving SBA rules is critical when structuring a deal.

Navigating SBA Guidelines // Episode 3

Aug 20, 2024

Crafting an Effective LOI // Episode 4

Crafting your first LOI? Learn how to structure your Letter of Intent for a successful acquisition!

Crafting an Effective LOI // Episode 4

Aug 27, 2024

Mitigating M&A Risks // Episode 5

Want to protect your investments and have a successful acquisition? Check out this episode to mitigate risks in your M&A transactions!

Mitigating M&A Risks // Episode 5

Sep 3, 2024

Due Diligence // Episode 6

Want to protect your investment in an acquisition? Learn key risk mitigation strategies in this episode!

Due Diligence // Episode 6

Sep 9, 2024

Fireside Chat with Alex Hinch // Episode 7

Due diligence can make or break your deal. Learn how to spot risks, avoid pitfalls, and conduct a thorough review in this episode!

Fireside Chat with Alex Hinch // Episode 7

Sep 9, 2024

Closing the Deal - Final Steps and Common Hurdles // Episode 8

Finalizing a deal? Learn how to navigate the closing process, manage timelines, and avoid last-minute hurdles in this episode!

Closing the Deal - Final Steps and Common Hurdles // Episode 8

Sep 5, 2024

ETA Conferencing in the U.S. // Episode 9

Attending an ETA conference? Get insider tips on choosing the right events, networking effectively, and making the most of every opportunity!

ETA Conferencing in the U.S. // Episode 9

Sep 10, 2024

Post-Closing Integration // Episode 10

Closing the deal is only the beginning. Learn how to plan for operational alignment, manage cultural differences, coordinate teams, and track performance in the months following closing.

Post-Closing Integration // Episode 10

Sep 17, 2024

Connecting Entrepreneurs with Opportunities: Rejigg's Mission // Episode 11

How is technology changing small business acquisitions? Discover how Rejigg is revolutionizing buying and selling businesses!

Connecting Entrepreneurs with Opportunities: Rejigg's Mission // Episode 11

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.

Timeline of Selling a Business // Episode 12

Jan 14, 2025

Navigating Deal Breakers in M&A Transactions // Episode 13

What causes a deal to fall apart? Learn why thorough due diligence (especially financial diligence) often determines whether a deal succeeds or fails, and how early planning can help you identify risks before they escalate.

Navigating Deal Breakers in M&A Transactions // Episode 13

Jan 20, 2025

Is TikTok Banned? Explaining the Supreme Court's Decisions and its Implications // Episode 14

Want to learn more about the TikTok Ban? Check out this episode to learn about the Supreme Court's decision and its implications.

Is TikTok Banned? Explaining the Supreme Court's Decisions and its Implications // Episode 14

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.

Put Options in M&A: Crafting Fair and Effective Exit Strategies // Episode 15

Feb 4, 2025

Real Estate Considerations in M&A // Episode 16

Thinking of buying or selling a small business? Learn what real estate considerations you need to know!

Real Estate Considerations in M&A // Episode 16

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.

How to Structure an Acquisition of a Licensed Business // Episode 17

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.

How to Successfully Transition Employees in M&A // Episode 18

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.

How Buying an LLC is Different than Buying a Corporation // Episode 19

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.

Top 6 Mistakes in ETA and Buying a Small Business // Episode 20

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.

Legal Fees of Buying or Selling a Business // Episode 21

Mar 18, 2025

Due Diligence From the Sellers Perspective // Episode 22

Think due diligence is only the buyer’s responsibility? Learn how proactive diligence can build trust and prevent delays on the sell side.

Due Diligence From the Sellers Perspective // Episode 22

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.

Negotiating the Purchase Price and Seller Notes // Episode 23

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.

Indemnification Provisions // Episode 24

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.

Confidentiality Agreements in Mergers and Acquisition // Episode 25

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.

Considerations when Buying or Selling and Asset Heavy Business // Episode 26

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.

What is ETA? // Episode 27

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.

Should You Buy a Business or Build One? // Episode 28

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.

Explaining Due Diligence Data Room // Episode 29

May 20, 2025

Buying a Service Base Business // Episode 30

Considering a service-based business? This episode explores how recurring revenue, client contracts, retention, and employee talent influence valuation and deal structure. Learn the risks tied to revenue fluctuations and scalability.

Buying a Service Base Business // Episode 30

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.

Welcome Back: ETA Conferences, Book, and More // Episode 31

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.

Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business // Episode 32

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!

Explaining Escrow and Holdback in Mergers and Acquisitions // Episode 33

Nov 18, 2025

Rollover Equity and Recent SBA Changes // Episode 34

Curious how rollover equity works in a business acquisition? Learn how buyers and sellers view these arrangements, what to consider when negotiating terms, and why governance rights matter when ownership continues after closing.

Rollover Equity and Recent SBA Changes // Episode 34

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.

Understanding Non-Competes in Business Acquisition // Episode 35

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.

Legal Aspect of Buying a Manufacturing Business // Episode 36

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.

Post Closing Legal Support // Episode 37

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.

Building Value Through Strategic Operations // Episode 38

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.

Buying a Healthcare Business // Episode 39

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.

What is a Search Fund? // Episode 40

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.

Buying or Selling A Business? Choose the Law Firm that Will Support You! // Episode 41

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.

Communicating with Clients During the Business Acquisition Process // Episode 42
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