EBITDA vs SDE: What’s the Difference?

EBITDA & SDE are terms I come across all the time as a business lawyer and M&A advisor, and they are incredibly important fundamental terms to understand in the mergers and acquisitions context.

Ultimately, EBITDA & SDE are metrics used to equalize comparisons between two companies. They differ primarily in the financial size of the companies each measurement is used to normalize.

Seller discretionary earnings is helpful in smaller owner operated businesses while EBITDA is used in larger businesses. Read more to discover the nuances of each.

Mergers & Acquisitions Explained: A Crash Course on M&A

Mergers & Acquisitions (commonly referred to as M&A) is often considered a fast-paced, exciting niche of corporate law. And, it is. I love the work I do and my role in M&A deals. So, this video addresses a lot of common questions regarding M&A.

We’ll take a look at what M&A is, types of deal structures, the key players, the motivations for performing a merger or acquisition, and what deals looks like at different levels of the market.

Mergers and Acquisitions Due Diligence Explained

Due diligence is effectively kicking the tires of the business – making sure a company is a solid buy and is in the state which it is being represented. As a seller, it’s important to understand what buyers will be looking at and how to best prepare your company for the process of due diligence. As a buyer, the due diligence process is critically important to reducing your exposure to risk and ensuring that you do, in fact, want to buy said company.

Mergers and Acquisitions Earnouts Explained

As I explain, earnouts work to align the interests of both the buyer and the seller of the business. But, there are very important factors to consider as the buyer or the seller when structuring the terms of your earnout that are absolutely critical to the success of this deal structure.

The Real Reason You Need a Partnership Agreement

Most people assume the most important reason to have a partnership agreement is to settle disputes or enforce the original agreement, but that’s actually the least important of the four reasons that I outline in this video. Ultimately, you want a founders’ agreement not to cover your butt, but to make sure you and your partners are on the same page from the starting line.

Smart Legal Contracts:  Explanation & Enforcebility

Blockchain technology and smart contracts are set to revolutionize many industries, but what are they and how will smart contracts affect legal processes? Are smart contracts even legally enforceable? And, will these smart legal contracts replace the need for corporate attorneys like myself?  I’ll dive into these questions and more, so make sure to watch the video!

Partner Dispute Resolution Mechanisms in Partnership Agreements

How do you keep your business partnership on the right track? What protocols do you have in place in case a dispute arises without a clear resolution? Are these things you’ve even taken the time to thoughtfully consider? If you don’t have clear answers to each these questions, you’ll have a better idea of how to protect yourself from vulnerabilities in your business partnerships after watching this video.

Structuring Your M&A Deal

There are a lot of aspects to consider when buying or selling your business. Here, we touch on considerations for the two primary structures you’ll see in low to middle market deals – sale of stock and sale of assets.  So, what structure is best for you?  

Great question! You’ll find out more about the pros and cons of each deal structure in this video.

M&A Seller Financing

Letters Of Intent – Are They Necessary?

Letters of intent are commonly used in mergers and acquisitions to lay out the key terms of the deal. But, what are they, and do you even need one?

 Good question! In this video, you’ll find out the three situations in which I find LOIs most useful.

Why You Need to Cultivate Accountability

In this video, we dig into a #1 thing you can do to ensure successful business partnerships – accountability. No one really enjoys being held accountable or holding themselves accountable, but baking this characteristic into your mindset will take you miles above and beyond competing organizations that refuse to own their issues or see the world for what it is. This characteristic will make all the difference in your personal and business relationships.

This is the first video in my Business Partnership Mastery Series, where I will be diving into both the philosophy and legal nuts and bolts of mastering business partnerships. If you are a current or future business owner, you will definitely want to stay tuned for videos in this upcoming series.

Clearing the Confusion With 50/50 Partnerships

In this video, we dive into one of the most common legally technical concerns of all multi-founder organizations – should we split equity equally?

 And, while you may hear many business attorneys advise you stay away from a 50/50 (or other equitable distribution of ownership), there are places where it’s appropriate as well as situations you’ll want to opt for a different distribution of equity among founders.

 This is the second video in my Business Partnership Mastery Series, where I will be diving into both the philosophy and legal nuts and bolts of mastering business partnerships. If you are a current or future business owner, you will definitely want to stay tuned for videos in this upcoming series.

Dealing With Control in 51/49 Business Partnerships

In this video, we dive into one of the most common legally technical concerns of all multi-founder organizations – who gets the majority stake of equity?

 And, while you may hear many business attorneys advise you to take the majority of equity in your partnership, controlling ownership of the business is no small thing in a relationship where the other party expects to be an equal decision-maker.

 This is the third video in my Business Partnership Mastery Series, where I will be diving into both the philosophy and legal nuts and bolts of mastering business partnerships.