Check out the latest edition of our newsletter!
American Business Brokers & Advisors Founder & President MERGERS & ACQUISITIONS BUSINESS VALUATIONS
AUGUST 2025
WWW.TERRYMONROE.COM
800.805.9575
Legalman Strikes Again
How the Wrong Attorney Can Delay or Crater Your Deal
Before I get started bashing and telling stories about attorneys, I want to say that the majority of the attorneys I have worked with over the last 25 years are excellent attorneys. I have a lot of respect for attorneys, especially the ones who know their craft and are truly interested in assisting their clients in preparing their business and taking them through the process of selling their business. As a matter of fact, I have quite a few attorneys with whom I have worked and who are friends of mine. So, with that being said, I am going to share with you the other side of the attorneys, also known as “Legalman,” who do not represent their clients in their best interest and can very possibly crater your deal. THE GOLF BUDDY ATTORNEY. This was the case where I was selling about a dozen convenience stores, and when I asked my client, who was an avid golfer and played golf almost every day, if he had an attorney he wanted to use for selling his stores, he said, “Oh yeah, my golfing partner at the club is an attorney and I will use him.” His golfing buddy attorney may have been a good attorney, but he was terrible when it came to selling convenience stores. He was so bad that the attorney for the buyer (the buyer was one of the top three convenience store chains in the U.S.) called me and asked me to find my client another attorney because we couldn’t get the golfing attorney to respond to the purchase agreement. All he would ever do was write a story about the purchase agreement. It was bizarre. Eventually, we got the deal done, but I am sure my client left money on the table, and he still had his golfing buddy to play golf with.
representing my no-nonsense, get-it-done buyer and was good friends with the ex-judge. From the very beginning, the chemistry between these two attorneys did not gel. They didn’t just not like each other; they despised each other. Once, I had to get in between the two of them and stop the conversation and play referee to get things back on track. Eventually, we got the deal done, and it was a good deal for both my buyer and seller, but the attorneys kept wrangling with each other all the way to the closing, vowing never to talk to each other again. THE ‘GOVERNMENT IS ALWAYS RIGHT’ ATTORNEY. In this situation, I referred my seller to an attorney friend of mine, with whom I had closed dozens of convenience store sales, and he really knew the business of representing owners of convenience stores. Good attorney and responsive to his clients. However, the buyer’s attorney had worked in the government sector as an attorney and, therefore, had some strange ideas as to how they should represent their client, the buyer. First of all, they were not responsive. They never offered suggestions on how to facilitate the transaction in a timely way; they would go days being silent, and their only response during the entire transaction, which took three times as long as it should have, was to criticize everything. Case in point: Don’t hire an attorney who used to work for the government unless you are not in a hurry. THE ‘I KNOW MORE THAN YOU KNOW’ ATTORNEY. In this situation, I had two attorneys who were both very intelligent and both had large egos. What should have taken about 30 days to complete a purchase agreement took six Continued on Page 2 ...
for around $15 million, and we were on our way to closing, but just before we signed the final purchase agreement, the seller’s attorney called my seller into his office and told him he wanted to quit representing my seller. My seller called me, and he was dumbstruck with his attorney about asking to quit representing him. When I asked him why his attorney wanted to quit so late in the game, he said his attorney told him he had never represented a transaction of $15 million, and his errors and omissions insurance only covered him up to $5 million. He was afraid he might make a mistake on the sale of the business and get sued. My seller agreed not to sue his attorney, and we got the deal closed. But talk about a confident attorney. Not! THE ‘HE SAID, SHE SAID’ CAT FIGHT. Picture this. An intelligent female corporate attorney and an older, no-nonsense, curmudgeon ex-judge man. The female attorney was representing my seller, who happened to be female, and they were good friends, and the ex-judge was
THE ‘I MAY GET SUED’ ATTORNEY. I had a chain of stores for sale, which ended up selling
1
800.805.9575
WWW.TERRYMONROE.COM
Why Being a Business Owner Is Better Than Having a Job
who has done lots of business sale transactions and especially an attorney who has worked in their industry, not a generalist attorney. You don’t want to hire an attorney who does estates and wills to represent you in the sale of your business, which is your livelihood, and to go to school on the selling of your business, no more than you would hire a foot doctor to work on treating you for cancer. I always try to make sure when I work with a buyer or seller that they have an attorney who has worked in the convenience store industry, knows the nuances of the industry, and is a deal-maker attorney. At American Business Brokers & Advisors, we know many excellent attorneys who understand the convenience store industry and are well-versed in closing the sale of a business. If you find yourself in a situation where you may need an experienced attorney, feel free to contact us regardless of where you are located, as we work nationwide. however, may continue on without you having to be at the business 100% of the time because it has long legs, meaning it continues to be in business and continues to grow. Plus, you can build something that gives back to your community, creates jobs, and can even be passed down to future generations. While entrepreneurship involves risk and hard work, the rewards are freedom, financial upside, and a lifestyle that makes it a powerful alternative to traditional employment. For those with the vision and drive, owning a business can be not just better than having a job, but an opportunity to find your inner drive and help a lot of people along the way. 4. LONG LEGS A job typically ends when you clock out or retire. A business, 2. CONTROL AND FREEDOM Business owners call the shots. You choose your working hours, your team, your clients, and even your dress code. This autonomy allows for better work-life balance and the flexibility to pursue passions outside of work — a luxury many employees don’t enjoy. 3. PERSONAL GROWTH Running a business forces you to wear many hats — marketer, strategist, leader, and more. This constant learning accelerates your personal and professional development in a way most jobs can't match. The challenges of entrepreneurship foster resilience, creativity, and confidence.
Many people dream of breaking free from the 9-to-5 grind, and for good reason. While a traditional job offers stability and predictability, being a business owner often brings greater rewards, freedom, and personal satisfaction. 1. FINANCIAL POTENTIAL One of the biggest advantages of owning a business is the potential for higher income. As a business owner, your earnings aren't limited to a fixed salary. Instead, your income is directly tied to the success and growth of your venture. With the right strategy, you can scale your profits beyond what most jobs would ever offer.
months because each attorney was trying to outsmart the other attorney by changing words in the purchase agreement that basically meant the same thing. This is what we call “wordsmithing” a document. Sometimes, attorneys do this to justify their existence, sometimes they do this to increase their fee, and sometimes they do it to try to look smart. If you are not cognizant of what the attorney is doing, they will continue doing it for a long time, which does nothing but delay the transaction. Be aware of the wordsmithing attorney. Legalman has lots of tools in their repertoire to use against their clients, like “I am protecting my client,” or giving business advice about something they know nothing about, continuously sending redline documents (aka wordsmithing), blaming third-party vendors, and, the best one of all, “I am really busy.” In the defense of Legalman and a lot of attorneys, it is very difficult to know everything about the many different facets of the law that would apply to the convenience store industry, which is why I always suggest to my clients — whether they are buyers or sellers — to find an attorney ... continued from Cover
–Terry Monroe
2
WWW.TERRYMONROE.COM
800.805.9575
SUDOKU (SOLUTION ON PG. 4) Take a Break!
Find out, with just three pieces of information about your business, how we can provide a convenience store operator with a market valuation showing what their convenience stores and businesses are worth in today’s marketplace. Best of all, it costs you nothing and it is entirely confidential. Simply send an email to Terry@TerryMonroe , and in the subject line, put “3 Point Market Valuation” Information is the key to everything. Don’t play a guessing game. Get the information you need. TERRY’S ‘3 POINT MARKET VALUATION’ TERRY’S QUOTES OF THE DAY “I can close any day next week as long as the day ends in a Y.” –John L. “If you always do what you've always done, you always get what you've always gotten.” –Jessie Potter “Learn from the mistakes of others. You can’t live long enough to make them yourself.” –Eleanor Roosevelt
WORD SEARCH
“Dreams don’t work unless you do.” –John C. Maxwell
BEER FAMILY LEO LUNCHBOX
MUSTARD PERIDOT POPPY SISTERS
TWINS VACATION WATERMELON ZUCCHINI
3
800.805.9575
WWW.TERRYMONROE.COM
PRST STD US POSTAGE PAID BOISE, ID PERMIT 411
WWW.TERRYMONROE.COM
800.805.9575
INSIDE 7824 Estero Blvd., 3rd Floor Fort Myers Beach, FL 33931 1 2 Legalman Strikes Again Take Control of Your Life by Creating a Business
Sudoku Solution
3 4
Discover Terry’s ‘3 Point Market Valuation’
Powerful Paths to Profit
there’s nothing wrong with going to the one down the street to sample their enchiladas. You can also research your competitors by reviewing their website, online customer reviews, and social media content. TRAIN, TRAIN, TRAIN. If you’re concerned about training an employee because they might take the knowledge you’ve paid for and leave for a competitor, imagine how bad it will be if you don’t train them and they stay . Investing in ongoing employee training — especially with in-house mentorship and leadership- building programs — helps your workforce stay productive and innovative. From role- specific certification to technical webinars to presentations by guest speakers, the opportunities for better educating small- business employees are endless. While the strategies mentioned herein aren’t groundbreaking, they are powerful and among the most overlooked in the push for business survival and profitability. Implementing one or all of them will help keep your market position strong while you focus on what matters most: your customers.
Smart Tactics for Small-Business Triumph DOMINATE YOUR DOMAIN
“Success” as a small business means different things to different people, but everyone knows failure when they see it. Regardless of the product or service you’re attempting to sell, consistent growth in any market depends on your business’s willingness to embrace proven tactics. If you feel your budding enterprise is running in place — or worse, running on fumes — here are three basic pointers to help you reevaluate your mission and avoid missed opportunities. YOU DON’T KNOW EVERYTHING, BUT YOUR EMPLOYEES MIGHT. Suppose you’re an owner/manager prone to taking a my-way-or-the-highway approach to employee engagement. In that case, you’re
setting up your operation for ruin by not welcoming feedback — and even criticism — from your workforce. Consider hosting regular meetings where staff members are encouraged to present new ideas or voice concerns. Many businesses survey their customers, and doing so for employees will encourage greater buy-in and may alert you to issues influencing employee turnover and other operational concerns. GIVE YOUR COMPETITORS SOME BUSINESS (REALLY). Do you want to better understand how your chief competitors earn and retain their customers? Become one of their customers yourself. If you own a Mexican restaurant,
4
WWW.TERRYMONROE.COM
800.805.9575
Page 1 Page 2 Page 3 Page 4Made with FlippingBook Ebook Creator