The Most Overlooked Legal Risks in Acquisitions - Main Street Deals #9

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The Most Overlooked Legal Risks in Acquisitions - Main Street Deals #9

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Summary

Kevin Henderson is joined by Evan Thomson to break down one of the most overlooked yet critical parts of any acquisition: legal due diligence. Drawing from Evan’s experience as fractional general counsel, they explore how legal diligence differs from financial diligence and why it rarely kills deals but can create serious downstream risk if ignored. The conversation focuses on practical, real-world issues buyers encounter and how to think about mitigating them before and after closing. They discuss: - Why legal diligence rarely breaks deals but still carries significant financial and operational risk - Contract assignability and change of control provisions and how they impact deal structure - The hidden dangers of missing employee handbooks and required workplace policies - Employee misclassification risks and how to spot red flags between W2 and 1099 workers - Intellectual property in small businesses including branding ownership and customer data protection Topics: (00:00:00) - Intro (00:01:03) - Introducing Evan Thomson (00:04:10) - Why legal diligence matters (00:07:34) - Contract assignability basics (00:09:27) - Getting customer consents (00:10:15) - Volume risks and fixes (00:16:02) - Change of control traps (00:19:55) - Employee handbooks red flags (00:22:35) - Required policies and penalties (00:25:08) - Optional policies matter (00:26:29) - Record retention basics (00:30:33) - Contractor misclassification (00:33:01) - Misclassification red flags (00:36:56) - IP: beyond tech (00:39:13) - Protect trade secrets (00:43:18) - Registered IP transfers (00:44:52) - Wrap up and next steps Links: SMB Law Group - https://smblaw.group/ Evan on LinkedIn - https://www.linkedin.com/in/evan-thomson-327a78216/ Eric on LinkedIn - https://www.linkedin.com/in/eric-b-pacifici/ Kevin on LinkedIn - https://www.linkedin.com/in/khendersonco/ Sam on LinkedIn - https://www.linkedin.com/in/sam-rosati-68787a8/

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