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June 16, 2021

How2Exit Episode 6: Joel Ankney - Attorney and Author in SME Mergers and Acquisitions, commercial real estate etc

How2Exit Episode 6: Joel Ankney - Attorney and Author in SME Mergers and Acquisitions, commercial real estate etc

How2Exit: Interviewing Joel Ankney

Joel Ankney is an attorney and author out of Virginia Beach, Virginia who specializes in business, real estate, contracts, and intellectual property, Joel is the author of two books,
Here’s The Deal, Everything...


How2Exit: Interviewing Joel Ankney

Joel Ankney is an attorney and author out of Virginia Beach, Virginia who specializes in business, real estate, contracts, and intellectual property, Joel is the author of two books,
Here’s The Deal, Everything You Wish a Lawyer Would tell You About Buying a Small Business.” And “Before You Leap: What a Lawyer Wants You to Know About Starting a Gig Economy Business.” Both on Amazon.com

His practice is focused on helping Entrepreneurs realize their business goals by providing practical, cost-effective legal guidance and solutions to create the lifestyle they desire.

Contact Joel at: https://www.linkedin.com/in/JoelAnkney
His books:
Here's The Deal: Everything You Wish a Lawyer Would Tell You About Buying a Small Business
by Amazon.com
Learn more: https://www.amazon.com/dp/1539850811/ref=cm_sw_em_r_mt_dp_75FQ7N5J8Y386C9DCC8T

And
Before You Leap: What a Lawyer Wants You to Know About Starting a Gig Economy Business
by Amazon.com
Learn more: https://www.amazon.com/dp/1686557078/ref=cm_sw_em_r_mt_dp_VVKD1GSKYJB288B4MS19?_encoding=UTF8&psc=1


Reach me to sell me your business, be on my podcast or just share some love:
Ronald Skelton: https://www.linkedin.com/in/ronskelton

Have suggestions, comments, or want to tell us about a business for sale
call our hotline and leave a message: 918-641-4150

Ronald P. Skelton - Host -

Reach me to sell me your business, connect for a JV or other business use LinkedIn:
Ronald Skelton: https://www.linkedin.com/in/ronskelton

Have suggestions, comments, or want to tell us about a business for sale
call our hotline and leave a message:  918-641-4150

 

Transcript

Ronald Skelton  0:06  
Hello, and welcome to the how to exit podcast where we introduce you to a world of small to medium business acquisitions and mergers. We interview business owners, industry leaders, authors, mentors and other influencers with the sole intent to share with you what it looks like to buy or sell a business. Let's get rolling. Hey, welcome to how to exit. And we're going to talk today with Joel Ankney,  I get that Joel,

Joel Ankney  0:36  
almost almost like your ankle in your knee, Ankney,

Ronald Skelton  0:41  
alright, so I tell him, I'm not really great with this, sometimes I get native wrong. So if I, if I butcher it, he gets to call me out and get it right, whatever. But we'll let you guys know who he is. And, and towards the end, we're gonna figure out how to make sure he tells you how to get a hold of him, too. So Joel here is both an attorney and he helps in the acquisitions and mergers face, commercial, real estate, and intellectual property. But he's also the author of two books that caught my eye when he when he reached out and said hi. And one of them was about, it says, What's the words exactly? What you shouldn't? What your attorney should? Yeah, which is what you should know, from your attorney, if you're gonna,

Joel Ankney  1:23  
I mean, I have I even have a visual aids, there's a copy of it. It's called, here's the deal, everything you wish a lawyer would tell you about buying a small business. So right.

Ronald Skelton  1:33  
So, you know, I'm, I'm probably into this now for about 12 months, I've acquired a couple small things, okay. And I learned I learned some lessons. After I turned the first one over attorney, it was like, wow, now I put I have a checklist, right. So we'll definitely get into that, where I always like to start as I want people to kind of get to know who you are. And, and, you know, get to know you. And the question I like to ask is, you know, start anywhere you're comfortable. But tell us about kind of who you are, where you're from, what you stand for, and what really kind of gets you going.

Joel Ankney  2:04  
Yeah, that's okay. You know, where I'm from, grew up in the Washington DC area, went to school with the college out of Utah, went to law school at William and Mary in Virginia, and kind of stayed in Virginia, since then practiced law with some very large law firms for about 11 years, 12 years, and then started my own practice about 18 years ago. And I'm just by myself and and I just focus on doing deals for people. So I do lots of small business merger and acquisition work, I do a lot of commercial real estate work, a lot of times that commercial real estate work is kind of related to or associated with the m&a work and and then I just advise people on lots of, you know, operational issues, like contracts that they're going to enter into with vendors or consultants or things like that. So that's, that's where I spend most of my time. I don't, I don't go to court. And that was actually, a goal of mine, when I decided to go to law school was I wanted to be a transactional attorney, I didn't want to be a trial attorney. And it's worked out really well. For me, what gets me going, is, my kids, I have four sons. They're ages between 18 and 30 years old. So we've had just we love to do things outdoors and be active and sports and just be together. And so that's really kind of my why that's why I do what I do. And then once get gets me going, I do some have done some volunteer work in the past I actually really enjoy working with, with teenagers and exposing them to maybe that's not the right word, but but, but introducing them to outdoor activities like mountain biking, or skateboarding, things that we love to or being on the river like the canoe as well and kayak. So those kinds of things I love, kind of being outdoors and being with a group of people who perhaps have not done it before, but who as they go through the experience, it kind of, you know, broadens their horizons maybe inspires them to take up a new hobby or something like that, and, you know, maybe inspires them to to face some other challenges in their lives as well. So that's that's kind of who I am. I think in a nutshell.

Ronald Skelton  4:39  
It's really cool. So I have a just because we're still getting to know each other too. Right? I have a five year old and a 10 year old and we love to go outside we like to go fishing or Yeah, you know, some days we just go out and take the hammocks out to the lake set them up and they swim and spot fits. On the lake. I live about two miles three miles from from the lake. It probably about five or six miles from where we actually got to hang out at the water. Yeah, but uh, yeah, so we love the outdoors. And I get it right. I'm a little old to have a five year old and a 10 year old, but I got started late. And

Joel Ankney  5:09  
you know, it's I think it's all good as you're as young as you feel, I think, right? I'm going to be 57 this year. And I still go skateboarding a couple times a week with my 18 year old son. So you know, always the oldest guy at the skate park.

Ronald Skelton  5:29  
So that's fine. I actually skated as a team, but I don't think I've been on a skateboard since my 20s kind of somewhere along the way, I can think I broke my ankle one too many times. Say and sold it off or something? I don't know. But uh, no, I used to the first time I ever tried to jumping off a halfpipe. I actually broke my ankle really bad. And I was young, so I just duct taped it up real good. And mom came and got me she's like, what's all the duct tape around your, your shoes there? And I was like, like, twisted my ankle. I'd broke it like four places and two hours on it. So yeah, little Henri as a kid. So cool. Let's, let's jump right into the acquisitions or mergers world and stuff. I love the title your book. So how about some insight? What are the things just off the top of your head? What are some things that we should know, before we get into buying or selling a small business?

Joel Ankney  6:17  
I think that's a wonderful question. And that's really one of the main reasons why I wrote the book was because a lot of the people that I'm dealing with, it's their first time having a merger and acquisition experience that either their first time buying a small business or their first time selling a small business. And a lot of people, you know, I've come to see over the years have felt like perhaps it's just an event, like we, you know, they agree in principle, the buyer and the seller, and then they're just like, Okay, let's just close it, you know, what's, what's the big deal. But it really is a process. And I wanted people to I wanted to have a book that I could give people that kind of explains the process in, I can't ever say that I can speak completely in layman's terms. But I try and be as clear as a lawyer can be, perhaps, to help explain that process, and some of the major issues that people will encounter during, you know, in the process. So I think that, you know, one of the things that people are surprised that is how many pieces there are to the puzzle. And I want people to know what all the pieces are, and how they're going to get put together because it does take time to put the puzzle together to put the deal together.

Ronald Skelton  7:36  
And a lot of the stuff I think you'll uncover through that probably should have been knowledge to that buyer or seller before the negotiations process, right? A lot of the guys, if you haven't had training, like before I had training I just jumped in and like what's the price and try to figure it out on a napkin, and you'll get some googling? Okay, that sounds good. Let's close this day. Right? And I went to a guy like you and you're like, Whoa, have you done due diligence? You know, that if they're, you know, if their LLC is in good standings? Have you seen their articles of incorporation? Have you seen their corporate medicines, like, you do that stuff? Right? Then I then I learned, you know, then I then I wouldn't actually I went and got trained by some guys and got a checklist and we do a lot of that stuff before, you know, it has to meet my criteria before I'd ever toss it over to you know, a trained professional like yourself, because I know the basics to look for, right? So so I can I can get that. What's the like? What's one, I always like to ask this question, what's one myth or one thing that's out there in the industry you wish just didn't exist? Right? A common in the buying and selling business? There's, there's a lot of stuff that's out there.

Joel Ankney  8:40  
Well, I'm a little biased. But I think one of the myths is that the lawyers are going to screw the deal up. Now, that's not to say that they there are that that doesn't happen. And I want to try and be real polite to my colleagues. But you know, I've been doing m&a deals for almost 30 years now. And but I do know that there are a lot of attorneys who think that doing an m&a deal for a small business is like a you know, it's not a big deal. It's easy, they think they think it's easy. And so you'll have lawyers who aren't experienced in the m&a setting, take on a deal. And you know, I'll be very candid a lot of trial attorneys do deals and that you know, it's if they don't understand the process and they don't understand how to prioritize the issues and to filter out things that really don't aren't that big of a deal and and and then bring the the most significant things to the top and resolve those things, then they can kind of get in the way of the deal. And so, but but the myth the overall myth is if you fought you know that I mean, if you do find a an attorney who has the experience, they're not going to screw the deal up for you. They should be able to help you with the deal help you through the deal. So and

Ronald Skelton  9:59  
I get I can see that and I laugh because both the mentors I've been trained under so far will tell you to bring the attorney. And last because attorneys deal brokers and attorneys kill deals. I mean, they just beat it in your train. And one of them is actually an attorney, Roland Fraser's attorney. And you know, I'm not gonna quote him or anything, but I'm pretty sure even he said that, in the stage of things, the attorney comes in, like, once you know, you're going to do this thing. Right, right. Right. Do you know, and you've already done all your due diligence, but, uh, but I can see that too. I mean, inside of the negotiation, you know, the second one of us brings an attorney to the table, the other one feels a need to have one also. Sure. So there's, you know, in my process, you know, I wouldn't bring the attorney in until I know, this is a done deal. And now I need all the due diligence done, I need to see if there's any gotchas, but I make sure the seller is aware too. Yeah, right. The sellers were at, okay, I'm gonna have an attorney read this is due diligence phase, I'm going to have the attorney, you know, look through this with a fine tooth comb, is there anything I should know that he's going to find? Because he's going to look closer than I did. And this is part of the closing process, and I educate them on that. So it doesn't kill the deal. But I've had, I've had more than one attorney, you know, like, Oh, this is a horrible deal. And I was like, yeah, maybe for you, but I kind of know what I'm doing with this. And that's a part of the bigger puzzle, right? And then, you know, say, you know, unless you're in the mergers and acquisitions guy, and you're, you know, a financial advisor, please quit given me the advice that it's a bad deal. I don't want to hear that. Right. Now. If you told me like one of them, there's a legal issue that they can't transfer it over shares owned by somebody that they disclose until they gave the paperwork over. Now, that's another story, right? There's some there's a real roadblock there, or call it a roadblock, but a hump you got to get over. So

Joel Ankney  11:44  
I think you bring out two important really important things. One is a question that I get asked all the time is, when do you bring the attorney into the deal? What's the right timing? And I, you know, I still search for an answer a real specific answer to that question. But I, in some instances, bringing me in toward the end of the deal is just perfectly fine. But in other instances, it might be good to at least have me involved in a limited role, toward the front end of the deal. And I'll give you a quick example. I had a, a person that I had been working on, we'd probably worked on five, potential acquisitions. The first four fell through at various stages. But probably on the second deal, we got to the letter of intent stage, and I drafted the letter of intent. And anyway, by the time we got to the fifth deal, they had decided that, because I had already drafted one letter of intent, they didn't need me to draft another one. So they just use the one from the second deal, and changed a few things and put it and you know what, I don't have a problem too much with that. But I wish they had had me look at it for five minutes before they sent it out, because they missed some stuff. And they, and they left in some stuff that didn't apply to this to the fifth deal. So in the end, it didn't really matter, because they came to me and I drafted the purchase agreement, and I got the things in there that that needed to be in there. And what do I mean by that? I mean, the the second deal was a, a hard asset deal, for lack of a better, you know, for the easy way to describe it. And the fifth deal is a completely online business. So lots of intangible assets, copyrights, trademarks, domain names, things that needed to be transferred in a certain way. But they weren't addressed in the letter of intent at all. So but we got them into the purchase agreement, and everything was fine. So I think that that, but but it is a it's a difficult question. Sometimes, you know, what's the right timing? I, I kind of sometimes I tell people, well, if you feel like you can't sleep at night, maybe you ought to call the lawyer and ask him or her a question or two, let them look at a few things kind of get them involved. But because you know, when you start to take those risks on, and it's really more on the buyer side than on the seller, side, seller side is, is a lot easier from from a legal perspective.

Ronald Skelton  14:23  
You know my answer, I get that question too. My answer is always is that two things? First one is the second the only answer is so when you bring an attorney and the second the other party has an attorney, you probably should have one. You know, they're two attorneys. Attorneys communicate better with attorneys. It's just natural, and it stops some of the you know, the the weirdness that can happen if one side has an attorney and the other one's trying to wing it. The second issue, the question is how many deals have you done? Right? Because if you've done a bunch and you've done this process, you know what your turn is going to ask and bringing them on later. Probably going to save you a few hours but if you have it then It's, you know, it's all based on skill set. Right? I have a checklist, I know what I need to see, I know that a lot of you know, a lot of them are going to be no's before on my side, right? Before we get to the point where an attorney needs to draw up anything. You know, and I'm comfortable with the draft of the letter of intent, and no drafting it up taking what I have, but I like to have it reviewed. So, you know, I put in everything I you know, I think, you know, I've had others that applies to this, and then I just have a professional review it.

Joel Ankney  15:32  
Yeah, and I think that one of the things that you're kind of implying, which I think that I want to bring to the front is that part of your role as the client is to help manage the deal. And part of managing the deal is managing the professionals, the lawyer, and if you involve a CPA, a business valuation company, things like that. And so the more you know about how to work with those people, the better, you know, because I like to feel like I'm on your team, I don't want to be, I don't want to be necessarily the you know, the star point guard or something like that, I just want to be I'm on your team, I want you to feel comfortable talking to me, I want you to feel like you can use me as much or as little as you want. And that you're not going to get you know, kind of build to death on things. And so listening to your experience helps me understand that you you have already kind of decided that when you've worked with enough lawyers, you've worked on enough deals, but the person who is going to do it for the first time is, that's all, you know, it's a little harder to answer that question for them. Because they're, you know, they're they don't they don't have that experience managing a lawyer. So

Ronald Skelton  16:48  
my favorite question is, if you have to ask me should probably call your attorney, right? Once you get to a certain comfort level, you, you wouldn't be asking a guy like me a question like that, right? So

Joel Ankney  16:58  
I think lawyers are like shoes, too, right? You got to find the right fit. You know, you and you don't want to, you know, for lack of a better analogy, you don't want to buy a Gucci loafer, when all you need is a, you know, a flip flop or something like that shouldn't so that's really that's extreme, but, but I mean, you know, lawyers come in different shapes and sizes. And what I mean by that is not their physical appearance, but their experience, the industries that they've worked with the size of law firm, that they're in their billable hour rate, you know, things like that. And so I hate to you know, I've got a deal in right now, that's, I almost hesitate even taking because the purchase price is only like $60,000. But they're still I still have to do the same amount of work. And so you know, we talk about fees and, and things like that, but but they don't need to, for example, if they had gone to a 500 attorney law firm for that kind of a deal, that wouldn't be a good fit. Not at all, I'm a much better fit. But likewise, I had a client that I helped start up and have worked with them operationally for 25 years. And last year, they came to me and they said, we're, we've got an offer to sell, it's going to be a $30 million, approximately $30 million purchase price, we need to close in three weeks. And everything that's going to be transferred, essentially, are government contracts. And I said, Yeah, you need to hire a different law firm for that someone who is, uh, got all that experience with transferring government contracts, and who can put, you know, five to 10 lawyers on this so that you can do all the due diligence, and close the deal within within that, that timeframe. And they did it they found a firm that was able to get through all that. And they closed in three weeks, which is pretty amazing. To me.

Ronald Skelton  18:58  
That is impressive. Yeah. the due diligence process alone is, you know, in my world takes, you know, takes that long. Yeah, right. And so, if you look at the overall like the flow of a deal, you know, what areas you think that, you know, an entrepreneur or somebody looking to become an entrepreneur by a business, they should probably never go alone. You know, I know some that I think like the financials, if you haven't read a bunch of financials, you should probably have a CPA, take a second look at those. Maybe I have a forensic CPA on staff that, you know, helps me pull stuff apart and put it back together when I need her. Right. So, you know, what other areas as an attorney, what are their areas along the deal like, man, you really should have a professional look at, you know, X,

Joel Ankney  19:44  
I think, I mean, certainly a CPA, a lawyer and then depending on the industry, you might need some subject matter experts. So for example, if you're going to buy a convenience store that has gas pumps out in front of You definitely don't want to have an environmental engineer come in and do a at least a phase one, environmental site assessment. Because there's a large risk there, when you buy, even if you do an acid deal, when you buy that convenience store, you're going to become the successor to the environmental liabilities on the property, the asset deal is not going to shield you from that just because of the way the laws are written. So, again, subject matter experts if you're in certain types of industries. And you know, of course, if you're going to finance the deal with a commercial bank, then you want to have a loan officer who's in the deal toward the beginning so that you can help understand what kind of money is going to be available to you and how, you know, you want to get them comfortable with the deal sooner rather than later, as well.

Ronald Skelton  20:55  
That the environmental thing he touched on, was this something that kind of popped up earlier this year. I had a connection, a friend who is in California, by in a manufacturing plant, and does welding and they use liquid chemicals on the welding process. Oh, yeah. And that he had to do an EPA study on the runoff and stuff on the ground, and that place was bad. Now he's looking like how does he mitigate the the environmental, you know, liability? Of like, I guess they don't they actually do core samples and stuff. All states do this, but they do this, you know, face study where they do, they took core samples of the ground, put took it to the lab, and I guess the shop has been spraying the floors down on for a while. I don't know what was going on. But he's kind of like, you know, what do you do about that?

Joel Ankney  21:43  
Well, the short answer is find a different deal. I mean, that's, I spent the first three years of my career as an environmental lawyer, representing mostly like large companies, fortune 500 companies, and helping them with compliance issues. And so we were looking at large manufacturing facilities doing a lot of auditing and things like that. But it is scary. If you get you know, from my perspective, if, if you have to go from a, to a phase two, in other words, you do the Phase One site assessment, and the environmental consultant says, Hey, this property appears to be so dirty that we need to take core samples and send them to a lab. In a small m&a deal, you're probably at a threshold where you seriously want to think about looking for a different deal, because they're there, it's almost I don't want to say it's impossible to mitigate those liabilities. But it's very difficult. And when you know, there are creative ways to do it. So for example, if you can convince the seller to put a significant portion of the purchase price in escrow, so that if you do have to do some cleanup, you know, within a year or two after you close or you have to close some underground storage tanks or above ground storage tanks or things like that. And you you that money sits in the escrow so you can draw down on it to reimburse yourself. I mean, that's, that's a creative way to do it. But most sellers in small m&a deals aren't going to be real happy about tying up their purchase price of you know, I just I just closed down an escrow. That was an 18 month post closing escrow. Unfortunately, there were no draw downs on the escrow, but I was representing the seller, but he was happy, you know, obviously, he didn't want to tie his money in for 18 months, but we got it all back. So that worked out. But other than that, you know, a lot of people will say, Well, you know, in the in the purchase agreement, we'll have indemnification, we'll have some really strong indemnification language. And that's, that's a necessary part of the purchase agreement. But the indemnity is only as strong as the financial resources of the seller. So if the seller, for example, is selling the business so that they can retire, or they're going to sell the business and then distribute the purchase price out to pay a lot of loans off. In other words, if at the end of the day, the seller is really not going to have any money, excuse me after closing, then your indemnity doesn't have a lot of strength. And so that's, I mean, again, yes, the indemnity should be there. But you can't really rely on it unless the seller is going to stick around for a long time and has a lot of financial resources that you can get to. There may be some creative insurance products out there. I just don't that's an area I don't know too much about but there aren't a lot of ways to do it. That's why I say it's probably better to focus your creative energy on finding a different deal.

Ronald Skelton  24:54  
That's exactly what I told him is like number one is California number two. They're already doing core samples. You're not getting away from that, if you've ever seen that what they do to you to mediate that they pull the soil off and haul it off or whatever, you know, it could be very expensive for them to dig a giant hole and turn around and fill it back in or something. So, yeah, I get that. So we're talking about real estate a little bit. One of the things that I've noticed in the two different groups I'm with as far as the, you know, acquisitions or mergers groups, it was there wasn't anybody there both sorry. Both gurus actually teach us sale and leaseback strategy as part of the way to finance part of the deal. But there was no like, built in group of people who would do that. So I went, I've got a real estate background, that's my background is residential, mostly. But, you know, I used to own the local Ria and some other stuff. So I know all the investors in town, so I build teams is what I do. So I built a team, and we do the sale leaseback parts of acquisitions and mergers. So say, right now we have one that's supposed to close at a few weeks, that's a bunch of dental offices on the, on the west coast. And the, you know, the seller wants to own the property and the buyer bought at all and now needs to pay the seller down some of the you know, money that's on the payment, so he doesn't need the own the real estate. So he sells it to these mergers and acquisitions or sorry, sales, Peony firms and real estate investment trusts, and then leases it back for 15 years. Have you seen that done? Is that some of the stuff that you would look at as far as part of the creative structure of deals?

Joel Ankney  26:40  
Well, I to answer the questions in reverse order, I certainly could do deals like that. But I know I haven't really seen that done here. Most of my real estate work is you know, for example, you talk about a collection of dental offices, I may help a dentist. In fact, I'm working with the dentist right now who sold his practice and now is selling his dental office, the real estate sitting empty right now. But you know, he's selling it to another dentist. So my transactions are typically on the you know, the one building at a time, kind of now, I did do a deal a couple years ago. And I think this is a little bit more common for me not not exactly what you're talking about. But where, you know, my client sells the business, but may holds on to the real estate and leases the real estate to the buyer. And then gives, you know, in this particular instance, in the last one I did, we gave the buyer an option to buy the real estate, which they exercised about a year or two after closing, that helped them figure out how much cash how much the business was going to cash flow and whether they could you know, service debt to buy the real estate. And so it worked out. To me that's more typical for what I see. And none of that, yeah, you never asked me where I am. And I never said, and I am in Virginia Beach, Virginia. And so, you know, there are kind of local practices as well. And I don't know if it's different elsewhere. But that's typically a lot of what I see around here.

Ronald Skelton  28:23  
So this is a case. So we're the guys I'm circling with, we don't go out after the software as a service and the dot coms and the you know, all that type of stuff accompanies those are very competitive. There's nothing wrong with being in that space. It's just, we kind of go after the boring companies, the mom and pop, I own a pest control company, a real estate company, that's type of things. And they just turn out, you put money in, they pull out money, but uh, you know, inside of the, the, that world a lot of times when the owner is ready to retire, they're ready to retire. So you know, they're like, well show you the, you know, the business and the real estate. And what I do is facilitate the sell of that real estate to evade institution that will lease it back to them. And if you know, they like dental offices, metal offices are real big because they have a great a very, very low default rate. So I think it's something like 98% success rate at least, do to medical practitioners. So most of the real estate investment trust this stuff will will buy anything medical, dental, that type of stuff. So right, right. Cool. So I'm looking here at the questions I like to ask what's the biggest area around, you know, mergers and acquisitions and stuff that you enjoy? Like what are you curious about side of the space? You've written books on it. So what areas are you most interested in?

Joel Ankney  29:55  
I'd like to I guess see other people's light bulbs come on. And, you know, I like to, you know, we're do I'm doing a deal before I get on with you today, I spent about 45 minutes on the phone with one of my clients who is, you know, we're doing, we're selling off an interest in a company. And we're trying to come up with a creative way to do it. And we bounced ideas off of each other. And eventually, you know, I came up with two ideas in that, that we hadn't thought of before. But I love that kind of that intellectual exercise of working with my clients bouncing ideas off of each other and try to figure out a way to help them accomplish their objectives. And, yeah, I mean, it's from what I like about the m&a space is I sometimes I tell people, a big role of me as a lawyer is to be a project manager. And I love to have my checklist of 70 to 100 items, and to kind of put all those pieces of the puzzle together in the time, you know, at the time, they need to be put together so that we walk into closing and we're ready to go. And but yeah, I mean, it's I think that's the big draw to me is to help people, you know, achieve this objectives, I like to think that, that I'm helping people, you know, that's one reason I like to do the m&a work is because even though there may be some opposition in the negotiation, everybody's really trying to work toward the same goal, we're trying to put a deal together, because the seller wants it and the buyer wants it. And, and there may be some obstacles, but I like to see if we could come up with creative ways to come over, you know, get over those obstacles. But yeah, in the end, when we walk away from closing, and everybody is kind of jazzed or juiced up to, to sellers, happy to move on buyers happy, excited to get in. I think that's a great day.

Ronald Skelton  31:56  
It's interesting, because that's one of the things that, you know, when you reached out on LinkedIn, I looked at your profile, looked at your website, and like, wow, this guy's really, you know, customer focused, you know, you even mentioned inside of your LinkedIn profile, enjoying senior customers, you know, achieve goals, they, you know, so that's one of the things that like, No, I do I take, I do want to talk to this guy. And, you know, I already had a, we interviewed an attorney like one or two podcasts ago, but you're different enough, I was like, This is gonna be fun. So I enjoy it. Thank you for being here. And we got a couple more questions here. So one of my favorite things to ask is I've asked you a few questions. We've had a few conversations. One of the favorite things I like to ask is, what should I be asking you? All right, as, as both of us in the mergers and acquisitions world? You know, what should we be talking about? So that the listeners who may be either buying or selling a business, you know, they get the most value?

Joel Ankney  32:49  
Yeah, I think the three things that I want my clients to ask me, and if they don't ask me, I'll bring it up. I want them to ask me, What are the biggest issues I should be looking out for in my deal? The second thing I want them to ask me is, how long is it going to take? And the third thing is, how much is it going to cost me? What are your fees going to be? And maybe what are what should I expect? As far as other costs and expenses that I'm going to incur? I think if you're armed with those, especially if you're on the buyer side, if you're armed with those answers to those three questions, I think you'll feel a lot better about that, you know, as the deal progresses through the process, that, you know, things you won't be as stressed, you'll, you'll kind of be like, Okay, this is normal. I knew we were going to, you know, we're going to encounter these things. And it's okay, you know, this is the way it's commonly gonna go. So those are my kind of my big three.

Ronald Skelton  33:43  
So the the answer to the three questions that change deal per deal in our industry, or industry, or there's some pretty solid, this is I'm always going to answer this part.

Joel Ankney  33:53  
I think that the the first question about, you know, what are the significant issues are going to be driven by industry. Now, there are going to be certain issues that are going to be the same in every industry. But, you know, like we were talking before, if you're buying a convenience store, they're going to be environmental may all of a sudden be a big issue. If you're buying an online fulfillment business, then environmental is not going to be an issue at all. But what might be an issue in an online business is making sure I get ownership of all of the intangible stuff, the intellectual property stuff. And so that's second, you know, how long is it going to take? I can tell you pretty much by asking you three or four questions, like who's the attorney on the other side? What's the purchase price? Is there a lease involved or multiple leases involved that have to be transferred? And is there commercial financing involved? If I know the answers to those Four questions that I can tell you, okay? It's not going to close in two weeks, right? If there's a lender involved, and there's a landlord involved, those are usually the two biggest obstacles that slow things down getting the lender to give a new lease or to agree to, you know, the transfer the existing lease, and working through the loan process. They take a lot of time. And so, you know, your closing might be two or three months down the line. And that's good. That's fast, actually. So, and again, knowing who the lawyers are on the other side, if you tell me that your buyer is a P&E firm out of New York City, and they're going to have a large New York law firm involved, it's going to take more time and it's going to cost more money, because they're going to they're going to lawyer the thing to death, frankly, right. But and then fees fees. From a lawyer's perspective, I've done enough deals that if you can tell me the answers to those other questions, you know, the, who the lawyers are, what the purchase price is, I can give you a pretty good idea of what my fees are going to be so,

Ronald Skelton  36:07  
right. Like, I think a lot of it has to do with the deal, right. And the difference between, like, buy in the pest control company, which was a micro purchase, I bought it before I got mentored. So the number one rule the mentors teaches now is don't buy another job. That one is definitely another. But uh, in in right now, I've got a team of like eight or nine of us that are doing an international roll up. marketing firms were buying marketing firms from all over the world. And we've recruited some very top industry talent to a top of the top in the marketing space. I have an almost, I have permission to say their names quite yet because they just okay, but that sounds really exciting. Yeah, so that's fun. And, you know, our goal is we're already talking to family offices, we're already talking to the P&E firms, and I think maybe a spat, the special acquisition suspect company, and because we want to build what they want to buy, right? So we're starting with the end in mind and talking to like, Hey, we're building this thing. Tell us what you want. So that as we build this out, we make sure we address those issues. And you know, you get that we're but we'll custom build something for you pretty much. You know, we're gonna we're gonna get those answers from three or four people and build what aligns across all of them. But, uh, you know, I can imagine the difference between the attorney when we go to close that, especially the PERT, you know, our target right now is a $500 million exit, right? Yeah. So and the guy, the guy we just got approved last last week. He's in the marketing Hall of Fame. The last one, he just did he they acquired over 200 marketing firms. And they created one of the top 20 or top 50 marketing firms on the planet by doing so. Well, so we got a rock star, you know, this helping us out. So I don't think we're having a problem doing this at all right, you know, yeah, but, uh, and we've got four under loi already. So three and on the other side of the pond and Europe in different places on here so far. Yeah, that's cool. But, uh, yeah, so I mean, I could get it you're saying the difference is like, what is their attorney on? You know, I don't know what what our attorney sizing to look like until we see who we're selling it to in the team they put together because that's gonna kind of dictate like what we need on this side. And how many you know how many hands are going to be in there? We had an attorney set some of the stuff up I don't know if you've ever read the book. I've got it here on my desk. So I don't butcher the name but it's slicing, slicing pie.

Joel Ankney  38:40  
Yeah, absolutely. Yeah. Moyer I think

Ronald Skelton  38:44  
yeah, so we actually went and got one of his attorneys who he recommended because there were a whole state on a whole our side of the acquisition is structured with the slicing pie model gotcha right so that we all have to work for our piece including that's how we got these huge rockstars on we just gave them the higher a little bit higher multiple or you know we're working that out right now what you know they work so many hours they get so many slices of shares of the business and so I don't know if you've ever set up a deal with Mike, Mike Moyer are actually you know are one of his attorneys as I said you know who he is but we went out and got that's what we set up our LLC with that's a totally different tourney it's probably then when we go to sell it right you know, I need somebody can interpret you know, a p and E firms, you know, legal lease when it comes across the table right. So yes, I can i i totally aligned with you know, the attorneys team depends on who's on the other side right. So in my real estate business on you know, the attorney for that I use for that. I went out and found out like I talked to two or three attorney friends of mine I have a friend who's in law school stuff like like, who is everybody in town afraid of? Yeah, like do they don't lose cases everybody doesn't know if they see that name on there. They're not gonna want to mess with right now. When I mess with them, then I put I went out and put them on retainer for my business. And they know for a little little bitty problem I had, and now you're my attorney of record, anything pops up. I was like, I just talked to those guys. And a lot of stuff just goes away. Because, yeah, who it is here. But anyway, it's, that's okay.

Joel Ankney  40:14  
No, I have I have guys like that locally that I refer, you know, if we, if we, if I have a client who has a problem, then yeah, absolutely have two or three guys like that. And they likewise, if they, you know, if somebody approaches them and says, you know, we've got this little thing that a lot of times they'll send it over to me and say, Joel, see if you can negotiate a resolution to this. And if you can't, then take it back to us. And we'll, we'll, we'll get the big guns out. So,

Ronald Skelton  40:42  
you know, this was a, I did this because, you know, the funny thing was on that the reason I got that firm involved originally was the attorney that was servicing, or what you call it a contractor to us or whatever. He's a setting politician. And the guy that we were having a problem with, had threatened the previous attorney, and like, the attorney called me and said, Is this guy really dangerous? He's threatening me and my family is like, so I hired a city and politician as attorney, because if you threaten the city and politician, the Department of Homeland Security will get involved. So it's kind of setting this guy, like, threaten our guy, let's, let's see what happens here. Right. But, uh, you know, I get that I mean, I, I, that is 100%, accurate. And we have to click right like you, and I think we're getting along really good enough, I'm gonna project off and I'm gonna reach out to you, you know, give you a shot at it just because I think we can communicate that's more important to me than like, whether you went to Ivy League or, you know, literally, I don't, I don't care. Right. You know, what I care is that we can communicate, you know, you have the credentials we need. And you know, you're thorough, right. And I think that's, you know, very evident that you have a passion for it. The other thing is, I always tell people, and you probably agree is don't, don't ever take, you know, never hire an attorney that tells you he hates to, to go to court, you know, in in Vaughn trial, if you think you're going to end up in court on trial. Right, right. There's a real estate attorney in town, he'll tell you over and again, I hate, I hate, I hate being you know, I don't want to go to court. I don't. But people still hiring him, you know, for things that it has to go to, you know, the eviction court and has to go through, you know, some, you know, foreclosures and stuff. I just I can't do it. If you tell me I hate doing something you can't be good at it.

Joel Ankney  42:24  
No. And that's I mean, I have certainly been to court in my career. A lot of times, because I'll have a client who says they'll say to me, we've done so much work together and you know, my business so well, I don't want to refer it out. And if I lose, you know, it's, but frankly, I've won, most of the times I've gone to court, I just don't like it that much. But I think it's to me court is in most instances, an inefficient way to resolve a conflict. And it many times comes down to gamesmanship and economics, right. If you have more money to pay your lawyer to do more lawyer stuff, then you might be able to squeeze or force the other person to settle with you. And so I see it, I see the importance of lawsuits, because a lot of times they can be used as leverage to get a settlement done when when somebody might not come to the table to try and negotiate a settlement at the beginning of the problem, but I'm not typically the guy, you know, I have other colleagues in town that I refer those problems off to, and they do a great job at it. So

Ronald Skelton  43:35  
yes, the second question I always ask if somebody tells me they don't enjoy going to court is like, okay, in the event, you have to defend the contract you created. Are you going to recommend that we do because I don't mind? If it's not you? I just want to you know, do you have somebody like, yeah, if this needs to be defended? I'm ironclad. I know I did it. Right. And I want you to go to this guy, because he's going to be able to argue that in front of the judge, yeah. Right. So that's the that's something important to me in that space. So we're, we're about 40 minutes on this, let's do the part where like, how do people reach out to you? How do they get ahold of you? What's the best way if they want to learn more about who you are, what you're doing? And maybe you need some help with some business acquisitions and merger stuff? Or commercial real estate?

Joel Ankney  44:18  
Yeah, I mean, easy ways to reach me, I have a website. So it's just my name, Joelankney.com, we'll get you into my website. You can find me on LinkedIn. I'm easy to find on LinkedIn. And I'm pretty active on LinkedIn. So I respond pretty quickly to people. If you want my books, they're on Amazon. They're on Audible. If you want a an audio book, very, I have a very distinctive last name. So it's not hard to find me. Typically, if you just Google my name. I'm going to be the only one who pops up. So

Ronald Skelton  44:46  
it's A N K N E Y, correct. Okay. Yes. Yeah. Cool. So all right. So that's it. Let's think real quick. Is there anything I missed? I mean, there's Something we should have just covered in this timeframe or something you just like, you know, you feel like, man I wish we would have talked about.

Joel Ankney  45:07  
Um, I, you know, I think that we have touched on a lot of issues, and they've been really good. And I think that one of the things that I see sometimes, and I think we've kind of danced around this, this issue is that it's really good to do, you know, as you're preparing to do an acquisition or a sale, that part of that preparation includes learning how to work with a lawyer learning what the lawyers role is learning, perhaps, you know, what you can get out of the lawyer and what to expect when you work with a lawyer. I think that's part of the reason why I wrote the book is because I wanted people to feel prepared when they came in to talk to me. So

Ronald Skelton  45:49  
you know, I appreciate what you do. I think there's the small to medium size business. The reason I even got into this space out of real estate, is I just see, it's really underserved. There's just a lot of small to medium Mom and Pop, you know, 50 person, 100 person, you know, basically anything under $25 million in revenue, businesses that don't really have anywhere to go, there's just not a huge buyer pool for them. And they're wonderful businesses, employing amazing people. You know, I walked through a concrete plant around December, unfortunately, they had a few issues that kept us from moving forward. But, you know, I walked through there, and does there a third generation and they employ some of the employees like my granddad worked here. And now, you know, it's just that it's a small town, great, great company, and I hope when they get there, some legal, you know, legal stuff and some other stuff done. I hope to see him back in front of me, right? Yeah, yeah. But, uh, you know, so yeah, so I appreciate your time. The LinkedIn description will actually I'll put a link to your LinkedIn profile in the description of it so people can jump to you. Okay, that'd be cool. And then I might I, I've got the both titles of your book are already in the description. I'll see if I can't jump on Amazon or something and throw some links in there for that too. Let's make it easy for people to reach out to you. I appreciate your time. And I think we'll end the stream now and wish everybody a great day.

Joel Ankney  47:20  
Okay, Ron, thanks for having me on.

Ronald Skelton  47:23  
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