---
url: 'https://www.fmjlaw.com/the-anatomy-of-a-deal-fmj-law-podcast-episode-21/'
title: 'The Anatomy of a Deal – FMJ Law Podcast Episode 21'
author:
  name: Adam
  url: 'https://www.fmjlaw.com/author/adam-brownfmjlaw-com/'
date: '2024-06-20T15:50:53+00:00'
modified: '2024-08-01T16:33:38+00:00'
type: post
summary: Are you interested in buying or selling a business? This episode breaks down the considerations involved one step at a time.
categories:
  - Podcast
tags:
  - entrepreneurship through acquisition
  - ETA
  - law podcast
  - 'M&A'
  - podcast
published: true
---

# The Anatomy of a Deal – FMJ Law Podcast Episode 21

Are you thinking of buying or selling a business?  In this episode, [Rob Fafinski](https://www.fmjlaw.com/professional/fafinski-rob-iii/) and [Adam Brown](https://www.fmjlaw.com/professional/adam-j-brown/) go through the transaction process from start to finish.  Rob breaks down a deal at each step along the way, on both the buy side and sell side, including asset deals, equity/stock deals, entrepreneurship through acquisition (ETA), and self-funded searches.  Rob and Adam talk about letters of intent (LOI), EBITDA analysis, SBA loans and conventional lending, financial diligence, quality of earnings (Q of E), negotiations, legal due diligence, purchase agreements, earnouts, promissory notes, indemnity, warranties, disclosure schedules, and the closing process. 

Rob also discusses a number of other considerations involved when a business is sold, including ongoing management of the business, HR & employment considerations, employee benefits, real estate matters, leasing, third-party contracts, leasing, funds flow, insurance and risk management, potential litigation or liability questions, carve outs, indemnification agreements, enumerated liabilities, and more.  Rob and Adam also talk about the importance of building strong, lasting client relationships and trying to make this complicated and very involved process as positive as possible for everyone involved. 

Click below to listen to Episode 21, or you can find us on most major podcast platforms.

---

The information in this podcast is for informational purposes only.  It is not intended to be legal advice, nor does it establish an attorney-client relationship. If anything, this podcast should be considered advertising for the types of service we can provide. Legal advice of any nature should be sought from legal counsel directly. Unsolicited messages to Fafinski Mark & Johnson will not be considered confidential and do not create an attorney-client relationship with FMJ or any of our attorneys, and we may not respond at all.

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