So I'm super excited here today because not only do I have an awesome guest here with some great expertise, but he's also just a great person in general. I really enjoyed talking to Corey Kupfer here. He's a founder of Kupfer and Associates and also the author of Authentic Negotiating, which sounds pretty cool here, Corey. Thanks for joining us. It's great to be with you.

Yeah, I appreciate it. So I know you have a podcast as well, but I want the audience to know a little bit more about you because I think that's important in terms of your background. You'll have a level of expertise and how someone like you, you're not your typical person in this field. You're highly, highly, I'm just going to say, personable.

Someone that I could probably go and have, although we haven't had a chance yet, go and have some drinks with and chill and talk about family and all that kind of stuff. But you have a very specialized skill as well. So maybe you can tell us a little bit about that.

Yeah, I mean, so listen, I'm an attorney. You know what we do in terms of that world is mainly corporate deal work. We help businesses grow. So we everything from startup and basic contracts and getting them going to a lot of deal work, M&A and joint ventures, strategic alliance, raising capital, licensing, you name it. And then through eventual succession and exit.

But for me, I'm an entrepreneur first, right?

I had as a kid, not only did I have the usual lawn cutting and snow shoveling, but I literally I had a business with employees. So let's call them contractors because I wasn't withholding taxes at age 15 in the 70s.

You know, I had a business where I hired my friends and delivered flyers door to door and got my own accounts after I've been working with someone else. So I have this entrepreneurial mentality, which frankly, most lawyers don't have. And only about six years out of school after doing the big and medium sized New York City kind of thing.

You know, I hung out my own shingle with no clients and pay my rent on credit cards and built a firm over the last 30, you know, whatever years. And we're fortunate enough to have just great clients.

And, you know, across industries, we have a bit of a niche in wealth management and financial services, but we have tech clients and all kinds of clients.

And and, you know, and then, yeah, I do this stuff. I got a podcast in the book and professional speaker and all that kind of good stuff. Awesome. Yeah. So let's get into it. And I can appreciate you and the work that you do.

And it's really interesting just from my endeavors, because over the last couple of years, I've been speaking to a lot of attorneys, accountants, because those are the two main, you can say, professions that we wanted to connect with here at Business Brothers and build alliances with. And I can say it was a painstaking endeavor.

Like, seriously, in all honesty, no offense to your fellow colleagues or accountants out there. But I was after a year and a half, I was done because I was like, there is this much it seemed like collaboration within those two industries. So finding someone like you and having a conversation like with you is absolutely refreshing. It's refreshing as an entrepreneur to an entrepreneur.

And I think it's it's it's very important for people out there not only to find people with expertise, but people like yourself who have sat on the other side as an entrepreneur, going through that process of making a deal because you understand the emotions and the feelings that people go through. And it's not just cut and dry all the legal aspects. So I appreciate that.

What what made you get into law?

Well, this is really interesting because most people who go into law, at least, you know, and when I was growing up in New York and in most of the states that I know, you know, not many people, I mean, I guess there are some other folks who must have grown up thinking they want to be a lawyer or whatever.

But, you know, most folks are like, you know, they're smart, they go to college, they do well and they're like, what's next?

And it's either an MBA or law school. Right. It's almost it's almost half by default because, you know, or they've got parents that, you know, you should be a doctor or lawyer or whatever. Right.

You know, for me, I was not a very forward looking kid when I was younger. I grew up in Brooklyn, New York. I went to high school and a lot of my friends, you know, the older kids before me just went to Brooklyn College. Right. And that was the sort of, you know, the thing that people did. And we were low and middle class.

So it wasn't like my parents could afford to send me to, you know, on their own to expensive schools. And but this is, you know, this is the great thing about where there's a lot of issues with the educational system. But this is a great example. So until in high school, which was a city school in Brooklyn public school, they had this program called LPC, Law, Politics and Community Affairs.

And it was a special program you could apply to get into. And of course, I was not the one because I wasn't my parents heard about it and they were like, you should use to apply to this. I was like, OK, so we did. And I got into it. And that's what turned me on to law.

Now, the funny part is, is the kind of law that like nothing to do with what I do now. Right.

You know, we were we were doing mock trials and going to visit prisons and courtrooms. And and we had a mock presidential election, which which which I won as the candidate.

And, you know, but it was a way it was an interactive way to really learn experience. So I actually entered college like knowing I wanted to be a lawyer.

Of course, I really didn't know what a lawyer was like and what I ended up doing. It was totally different. But it was what inspired me. So I was one of these few kids who came into college knowing I wanted to go to law school. And I went college law school straight to a job.

I, you know, I didn't have the luxury. It wasn't even on the menu for me. Like some of my people I've got to know now who came from more affluent families or or maybe were just more adventurous.

You know, took that year gap year in Europe or skiing, being a ski bum, you know, and whatever. That wasn't even on the menu for me. I just went I just went straight through and ended up in big law in the city. Interesting.

And then what about in the dealmaking and the day space?

Yeah. So this is another interesting story. So when I when I so the way it works, if you're fortunate enough to go to a good law school, is that you get a job second summer, right in between your your second year law school and your third year law school at a at a big firm. I was fortunate enough actually to get a first summer job at General Foods, which is great experience.

And and I worked in their Labor Law Department there the first summer. And then I took some courses and I thought I wanted to be a management side label attorney. So I went to the I was fortunate enough to get an offer second summer. What was at the time arguably the top management side label firm in the U.S.

And I worked there second summer and then they offered me they offered me a job. And so what happens is you go into law school, you go into 30 years law school, knowing you have a job already coming out, which is amazing. So I actually you rotate through in the summer different departments.

And when they made me the offer, I mean, I look back now and I'm like, oh, my it was the 80s. I was in my 20s. I was a brash, you know, like I mean, I wasn't a bad I wasn't too obnoxious, but I was a little, you know, I was a little, you know, full of myself. A typical lawyer kind of approach.

And you know what happened was they they said, you know, they normally they don't guarantee you where you're going to work. And I said, listen, I I really want to come, but I want to guarantee that I'm going to be in the Labor Law Department because that's what I want to do. And they gave it to me. They're going to be a written guarantee that I've been labeled as one.

Of course, this is life calmer, whatever you want to call it. Right. I come back from my, you know, after my third year, just permanently start work. And in between then, they had brought in a new person to run the Labor Department, who frankly was one of the biggest jerks on earth. And it was also 1985 coming into 1986. So the 1986 tax law change in the U.S. was coming.

And that caused the deal, you know, corporate deal work to be very robust. So about halfway through my first year, I was miserable labor because this person, you know, this partner I was working for was just a miserable human being. And and the young corporate and deal partners came to me and said, Corey, we know we guaranteed you're going to be going to be in labor.

But are you willing to help out in corporate with Swampton?

You did such a good job in the summer.

And blah, blah, blah.

So I said, sure. Long story short, by the end of the first year, I'm done with this labor stuff. I'm loving the M&A.

You know, we were doing leverage buyouts, mergers and acquisitions, public securities work, all kinds of deals and stuff. And I totally got the bug and switched over. They told me, listen, if you come full time into the corporate and deal department in your second year, you'll get like 50 year level work. We're hiring a bunch of first years.

Again, it was the 80s boom, boom time. And I never looked back. And that was, you know, over 35 years ago. How awesome. Wow.

So how many how many deals have you done?

Do you think you have you counted?

Can you keep track?

Now, I mean, I mean, you know, easily hundreds and hundreds, if not, you know, if not, could be in thousands, you know, at this at this point.

I mean, yeah, I mean, you know, my first few years at Big Law, we, you know, at the firm, we would that's all we did was deals.

Like there was actually no like, you know, now and at the firm I was with after that, before I started my own firm, you know, we have some meat and potatoes, corporate work, you know, contracts, you know, employment agreements, operating agreements, sales agreements that we do leasing for clients. But at my first firm, we had none of that.

You were either working on a deal or you were doing nothing, right?

You know, you're only doing nothing for a day till the next deal game.

So, you know, back then we were doing and we still do a huge amount of deals.

I mean, we had, I mean, the last couple of years, especially just to jump to more recent times, I mean, it's been a crazy, you know, deal time. We could be, you know, we could be working on a closing, you know, 20, 30, you know, 40 deals in a year.

And again, I've been doing this for, you know, 37, 38 years now. So that's a lot. That's a lot of deals. Yeah.

And, you know, and it ranges, right?

You know, I mean, you know, depending upon what's going on, but yeah, yeah.

OK, so let's get into this because I know people are probably wondering, OK, so you're into deal making.

What are some of the, if you could give maybe five pointers in terms of how to, you know, make a deal go smoother?

Maybe we can start there if you have something, if you can simplify it for us here. Yeah.

Well, OK, so the first two I'm going to mention are not what most people may think a lawyer would talk about, right?

I'm not going to talk about the indemnities and the representation of war, although we can get there on the more legal side.

But, you know, because the question you asked is important. The first thing I would say is that because the deal goes smoothly or not, is that the people on each side or the companies on each side that are doing the deal are clear on why they're doing the deal.

OK, because, you know, sometimes this I mean, you would think they're clear, right?

You would think somebody is going to buy a company because they want to whatever, expand their capacity or, you know, grow in size and enter a geographical area or get a new product line or whatever it is. But you'd be amazed at how often people aren't really, really, really clear on truly why they're doing it.

Maybe there are external factors, there's pressure to grow, there's all this money they have to deploy because they raise capital and now they got to deploy it. But there's not a good reason to grow. And the problem is if or to do the deal.

And if there's not a good reason for it, then what happens is, you know, there's so many things that go wrong in the deal process, right?

In due diligence, like something you find issues with, you know, and if if there's not a clear why, there's not as much of an incentive to try to figure it out, work through it, right?

It's easy.

You know, it's why so many deals, you know, it's easy for deals to die if you don't if you don't do that. So the why for me, I mean, and listen, you and I have had some other conversations offline.

You know, we have a lot of same philosophies.

I mean, I believe in, you know, that in life.

And in like, why are you in the relationship you and what's your purpose in life?

You know, and you have to bring that to your deal making as well. So that's the one thing I'd say. The second one, I would say, and this is something I talk about a lot in my authentic negotiating book, is they don't have clarity. So maybe they have the why now, but they don't have clarity on exactly what's acceptable and not acceptable to them. Right.

So when you try to structure a deal and negotiate a deal, people do multimillion dollar deals without that level of clarity. And they don't do not only sometimes that, you know, there's two aspects of clarity, this external and this internal. Some people don't even do the external work.

You know, what does the market look like?

What is, you know, what is the company's objectives?

Try to figure out what they negotiate on the other side, even their personal motives, you know, are right. Because if they're if they're trying to hit a number for their own budget or something like that, right, that plays into the deal negotiations, even separate apart from the objectives that the bigger company has.

So but then certainly what we as human beings tend to skip on and as entrepreneurs, we have this great thing that we are good on our feet, can shoot from the hip, can figure out things on the fly. But that's not always the best thing to do.

And when you're doing an important deal for your company, taking that internal time to figure out, hey, what you know, yeah, what is my wife and what do I really care about?

What's important to me?

What's not important to me?

So if you do the clarity process well, then what happens is when you get to decisions, right, in the deal making process, like, is this acceptable?

Is this not?

They want to trade this off in a negotiation for that. They want to restructure it this way. It becomes much more binary if you've done that work because you're like, oh, OK, no, no, that's that's OK. That's within the realm of what I said was acceptable or it's not.

When you don't do that, what happens is everything is moving so fast, you're negotiating, you have no basis, one team and design and negotiating strategy. And then and then it becomes much tougher to make the decisions at each point when the other side has made a new proposal or has rejected something you wanted.

You know, is it important enough to kill the deal?

And that's when emotions start getting involved. Right. So the best dealmakers and negotiators ever, ever, ever walk away from a deal from a place of upset anger, ego or anything like that. They walk away from a deal from a place of clarity because they just say, hey, you know, pretty right now, you're not a bad guy. You're not a jerk. I'm not angry. You whatever.

It's just if we're do if we're trying to negotiate a deal and your objectives and my objectives don't meet right now, it's all good. We just don't do a deal. Right. Maybe we'll do something later. Right. Maybe I'm meant to do something with someone else. So that clarity piece is the second big one out of the five.

I just want to stop right there because I think what you just said is extremely powerful walking away from a deal with greater clarity rather than emotional. You can say not having clarity, right, because when people walk away with emotions, they're confused typically. And most of those emotions are not good. They're not empowering emotions. So I think that's very, very powerful.

And I think that can be empowering because a lot of people walk. Let's just say if they walk away from the deal, there's a level of disappointment or there could be a level of disappointment, but it could also be a level of maybe it's like, holy crow.

Like, I realize this wasn't a good deal. This wasn't the best for me. And maybe they're feeling great as a result of that. And so I think with that point, there is very, very important for people to pay attention to. So I appreciate that. Yeah. And then if we want to get more into sort of the dealmaking legal side of it, first thing I'd say is that people.

So let's talk about the letter of intent, right?

Usually on a deal, it's a merger or acquisition or joint venture, whatever it is. Very often you're going to go to a letter of intent or a memorandum of understanding or term sheet or whatever you want to call it before you go to definitive documents. And a lot of people make the mistake of thinking, oh, because usually that's nonbinding, except for maybe some confidentiality provisions.

If you don't have a separate NDA or maybe what they call a no shop clause, meaning that you're not going to talk to anybody else for a period of 45 or 60 days while we're negotiating everything else in there is nonbinding. So a lot of newer dealmakers make the mistake of thinking, oh, it doesn't matter. I can just sign it.

Let's keep the process going, right, because it's nonbinding and we'll figure out some of the stuff later. And obviously, there is a bunch of stuff you figure out later. But the problem is when you have signed an L.O.I. with fundamental business terms, if you want to renegotiate those terms, it seems to the other party like it's a retrait, even though it's nonbinding, it's still your handshake.

You got to look at a term shooter or an MOU or L.O.I. as a handshake. It's sort of your word. It's one thing if you haven't covered anything at all. But it's but if you retrait anything that you've covered, it's a problem.

Then also, even if it's something that's not covered, but it's important enough, it's big enough that it affects the deal, then if you don't raise it up front, it could feel like a retrait.

So sometimes in people's haste and frankly, sometimes, you know, this brokers or investment bankers, right, who are pushing, you know, just to move the process along, because they and there are so many good we work with a lot of bankers and brokers and they're great. We work very well with them. We don't have this. Sometimes lawyers and bankers have this like tension area. We don't know. We have so many good relationships.

We love working with with good bankers and brokers because they actually do help the deal go along.

But, you know, some of them is like in any other profession, like in the legal field, like, you know, some of them are like, you know, they they don't get the success for you unless the deal goes through. Right.

And, you know, there could be a temptation for them to push the process because they know that when somebody gets further along, you know, this this psychological concept called, you know, some cost of some time or something, whatever. And people get you're just more likely to continue in the process the more you have into it, even if it's going to be a bad deal.

And that's the worst thing you can do is, I mean, I love the old line, the only thing worse than a bit than not doing a deal is doing a bad deal. Right. So so that your sense of mistake people make. So there are points at which taking a step back and slowing the process a little bit, making sure, for example, the L.O.I.

is a little more comprehensive and covers the important points are crucial.

Now, I want to say something, because many of my colleagues as lawyers actually cause the other problem, which is that they slow the deal too much. All right. And they really get in the way. And then the deal loses momentum and, you know, and it doesn't go through. So it's it's it's it's an art. It's a balance.

There's a there's a rhythm and a pace to a deal that if you that great dealmakers sort of can feel and you don't artificially push the pace, but you also don't artificially slow it down. Hmm. Interesting. Yeah. And that's that's I love how you illustrated that, because although it is, let's just say, legally nonbinding, it is still your word. Yep.

And yeah, you're so you're so right, because so many people, I think, overlook that that if you do change it, you are you're typically just changing the terms and people may not like that and then come back and they're upset. And then the deal falls apart. So you do a little bit more due diligence, it sounds like, at that letter of of intent stage. Yeah.

And I think it makes sense for everybody, because, you know, I mean, people talk about how many deals fall through. Right.

You know, people spend a significant time, you know, not only not only negotiating them, spending legal fees, spending internal resources and costs. But what they often underestimate also is the opportunity costs.

What could have all those people been doing with their time if they weren't spending on this deal and go through?

Right.

You know, we have a very high percentage of our deals that close because of some of these things that we do, like like like this one we just talked about.

And, you know, I've got one more if you want to hear that I think makes it more likely deals get done as well.

Yeah, absolutely. Because I think for many entrepreneurs and just by the sheer nature of being an entrepreneur, they might be like, hurry up and get that letter done. Hurry up and get that out there. We want to make sure that we tie people up. Right. That whatever it is. But this this stage is very important. So great one on there. Yeah.

And then the other one in this sort of relates, you know, because this relates to the conversation I had about also not artificially slowing the pace of a deal as a professional lawyer, banker, whoever it is or the client. We do a lot of pre due diligence with our clients. So let's let's take an easy example. Let's say you're selling your company. Right.

What happens is often that decision is made maybe at CEO CEO level. Right.

You know, I want to buy that coming one. Right. But then the buyer CEO and it's not always the case, but it's you know, it's it's relatively often that the buyer is bigger than the you know, than the seller. Right.

So they got a big they got a big team and they got they got their legal people, they got their finance people, they got their HR people, they got you know, they got all these people are going to come in and do diligence. And the people who are doing the due diligence, the truth is they're looking for a reason not to do the deal. I'm not saying that's conscious.

But what they what due diligence says is, hey, you got to come in and check out and make sure there's nothing wrong here. Right. And what they know is that if the deal goes through and they miss something right and there's some finance issue or there's some HR, you know, whatever is, you know, a compliant legal compliance issue, whatever it is, that they're the ones who are going to get in trouble.

Like, how did you miss that?

Where and now we have this liability. Right. So so what happens is, you know, and for most of them, because the business development people, corporate development people who do get upside from the deal going through are usually not the same people who are doing the due diligence. Right. The due diligence people have no personal upside often from the deal going through. They only have downside.

So they're always going to be looking for reasons the deal shouldn't be done. So in order to and sometimes, you know, listen, obviously, if there's a real due diligence problem that comes up, you find some big liability exposure. Right. You shouldn't do the deal. But sometimes sometimes deals get killed because there's a little bit of smoke, but no fire. Right.

But they think, oh, wait, if there's smoke, if there's one thing that didn't line up, what else am I not am I missing?

Right. So we go through and any good professional should go through a pre due diligence process with their clients. We we we've done so many deals from the buy side, from the sell side, whatever. We know what we know what the sell the buyer is going to be looking for, what the attorneys are looking for. Right.

So we're going to put our clients through that due diligence process prior to when we're even sitting down with a with a buyer. Right. We're going to check just a few examples there, hundreds. We're going to check to make sure that all the key contracts are up to date. How many times do we run into a company that has a relationship with a great, you know, the clients, but the contracts expired.

But nobody cared because they're working in a good relationship. But when you go to sell your company, you have expired contracts from your, you know, your major companies, clients. That's going to be a problem.

Now, maybe you can go out and scramble and get them, you know, updated and signed while you're doing it. But now you're scrambling.

Plus, who knows?

Maybe they have a board approval they got to go through or a committee or, you know, or, you know, who knows?

Or, you know, you're asking it now in the context of a potential sale. So now it triggers that client to say, well, wait a second, you need this update because you're selling.

Well, you know, who's what's going on with this buyer?

Maybe maybe I should reopen the bidding on this contract. Right.

Because, right. Whereas if you had it locked up, it would be different. So that's just that's just that's just one example. Or certainly, you know, have your finance team, your accountants go through and do, you know, a good due diligence on your on your numbers, because those can be scrutinized very, very heavily, making sure that everything's right from an accounting point of view, et cetera.

I got a question for you, because I got a question. Sorry.

How many deals out of all those hundreds, if not thousands, like you were saying, deals that you've done, has there never been an issue when it comes to due diligence stage?

It's a great question. Excuse me.

Listen, there's almost there's almost always at least questions that come up. Right.

You know, because, you know, they just in part because sometimes you don't know what the what the buyer, you know, they may care about something that you didn't realize that they care about or whatever.

But we've been able to, you know, since always questions, but but are there issues?

And that's what we've been able to avoid.

I mean, I remember, you know, we did a deal this this going back some years, you know, is probably actually now I'm thinking about it's probably 15, 20 years ago. But it just reminds me because this is one of the deals when you have a we have the buyer was a public company. Right. My client was a private company with a public company.

You want I mean, you want to talk about due diligence, right?

You know, the level of due diligence they're going to do. But also the great thing on a public company is that on our side, we had the opportunity like this, things that are publicly available that aren't available with private companies that. And in that case, there was actually a cool result because we were able to determine something that saved my client a few million dollars.

But in any case, the point is this, we went out of our way and literally when they first came in to do the legal due diligence, for example, we literally had everything lined up for them on the table, tagged, right, categorized.

We had already my team had already done out due diligence to look at the assignability of every contract, which ones we did consent for, which ones we get assigned just on notice, which ones we didn't need any assignment. This is work that usually the buyer's attorney does. And I said to my client, listen, we leave this for the buyer's attorney. Right. That's what they usually do.

And it will cost you a little more money for us to do it. But I'm telling you, right, the impression that it's going to give. So when the bottom line is at work, because when they came in, they were just blown away. And the impression they left leaving there was, oh, this company is all bought up like they have their act together. Right.

Now, I mean, they were a good company, right. But they didn't, you know, I mean, as good private companies go, they didn't have their act together any more or less than the company. We just we just really prepared in advance and gave a good impression. Interesting.

Yeah, it's like selling a home. If the seller's realtor is up front with all the deficiencies and has an inspection already done for the buyer, I've never ever seen that. But it'd be a different story, I think a different level of trust for the buyer. So I think that's a great example.

So anything else that you can think of when it comes to making a deal go through smoother or maybe less challenging?

Yeah, I mean, so well, I mean, there's there's a few things, but a lot of it relates back to this conversation that I have about the, you know, the clarity and the and the and the emotions, because. So the deal process is sometimes a challenging process, especially especially if you're an entrepreneur.

Let's take an entrepreneur selling your company, right?

Because, you know, it's your baby, your emotional, you built it over the last 10 or 15 or 20 or 30 years, right?

Whatever.

And often for the buyer, it's much more analytical, right?

You know, they're they're running some numbers, they're looking at the synergies, they're they don't have the history of it. They don't really care, frankly, that you put in 80, 100 hours a week or that you almost bankrupt three times or whatever, whatever the history is. Right.

So, you know, it's it's it's easy to get thrown. So even if you let's say you've done that work up front, right, to figure out you why and get your clarity, whatever. It's easy for the process to wear you down and it's easy for it to be grueling. So surround yourself with a great team. And I'm not just pitching, you know, maybe, you know, but you do need whoever the lawyer is.

If you have bankers or brokers, you know, understand this is going to take resources away from your from your core business, especially, you know, listen, if you're a bigger company or even a medium size company, you know, and you have a you have a deal development team that, you know, that has been doing deals and they can switch over, you know, and focus on it or that's their duties. It's fine.

But a lot of companies, you know, who are small and up to the middle market companies don't don't have as much of that. So you got to get yourself prepared that you're going to be spending time and resources that it's going to be an up and down journey. There's going to be a roller coaster point. Right.

You know, one of one of the one of the bankers that I that I work with, you know, often says every deal dies three times. I don't necessarily believe that.

But it's, you know, but it's, you know, but it's an interesting it's an interesting thing, you know, to, you know, to say, you know, and and if you're prepared for that, then you can be prepared for, you know, for the journey. And and not, you know, you know, get triggered during it's what in my authentic, but I call keeping your equilibrium. Right.

So, you know, the clarity is there's a middle ground called detachment, which means that the best negotiators aren't attached to the outcome. Right. They will walk not from a place of upset anger and ego. They stay calm. And then the equilibrium point is that ability to to not get thrown off during the negotiation.

You know, if the buyer says your company is not worth half that, it doesn't just trigger you to go and, you know, into a mental tizzy or to get upset or whatever.

It's just, you know, it may be just a negotiating tactic or whatever they're saying. Or maybe they're right.

You know, so, you know, just stay centered, stay calm, stay focused and, you know, put the right team around you.

Yeah, I think that's so important. So what you're saying is because I again, like I said, you're different. And I'm assuming that the people that you have on your team is different. A lot of the people that I've spoken to, they don't necessarily go to their legal team for support, emotional support. So I can see how your team stands out from that perspective.

And it's interesting because you talked about something else as well. And just from my experience and what we noticed, and I'm always all about making deals, I'm about doing proper deals and smart deals. And what I noticed, though, sometimes what ends up happening for entrepreneurs is that let's just say they're they're trying to acquire a business. Right. They're trying to grow by acquisition.

But the deal has drained them to such a degree that however, sometimes it can drag on. Sometimes it can drag on months, years, you know, just spend hopefully not years. Right. But let's just say it does. They could grow faster organically.

And I've seen this happen so many times, and it's not just the deal making process, it's how do you acquire the value after you make the deal?

That's probably the bigger problem, because they thought they were going into a great deal and they didn't realize, especially for someone who's bought their first business or the first acquisition, how much work actually goes into after you sign the papers and getting this company going. So I think it's very important for people to pay attention to the emotional capacity that it requires to actually go through an effective deal.

So thank you again for pointing that out, because it's not as simple as just signing papers. There's a lot of emotional drain that comes along with it.

Yeah, and you're right. We haven't even delved into it. We don't like the integration, the cultural integration and the physical, you know, whatever, and then making it work post closing.

You know, so yeah, you're 100 percent right. And listen, that decision on I think, listen, your most successful companies grow both ways, organically and organically through deals. But the but you it's very rare that if you have a fundamental organic issue in your business that you can solve that.

But like, you know, deals are best when the use is additive, when they when they create increased growth, right?

If you are trying to buy your way out of a fundamental flaw in your business model, right, it's rare that you can do that.

Now, you might be able to buy your way out of a particular problem, like I say to people, hey, you know, like they're trying to enter a new geography or they're trying to expand into a new vertical. But they and they have a good product and good systems and good service and all that kind of stuff. And they're having trouble getting in there getting in there through organic sales.

I'll often say, who can you partner with?

Who can you join venture with?

Who can you acquire?

That may be a good move to solve a particular pain point. But that assumes that the company's product service and all that kind of stuff are solid. Right. If you have a fundamental business model issue or a systems issue, a service issue, you know, it's hard to do a deal to buy your way out of that unless.

The only exception I'd say for that is and this is true, actually, you know, this is more true now with the tight labor market is if essentially you're doing that deal to buy the talent you need to solve that. Right. Because then you're really what you're really doing is buying talent for organic, you know, benefits. It's just that you can't hire it.

You got to buy it because it's a tight labor market. Interesting. Yeah. Great point there. I like there's so many nuggets there that people I'm sure can take forward with that. So I want to give people a chance if they're if they are thinking of doing a deal or they have questions. And obviously, your team is available.

Where can people get a hold of you, Corey?

Yeah, sure. So the law firm site is Kupferlaw.com, K-U-P-F-E-R-L-A-W.com. Then if people are interested more, we have a lot of content out there.

I mean, the DealQuest podcast that I do has, you know, we have deal makers on all the time.

You know, you are a guest.

And so, you know, if they just really want to just absorb a lot of this and get, you know, interesting experiences from folks that have done deals, entrepreneurs, we have bankers on, we have, you know, all kinds of people that the authentic negotiating book, my speaking, a bunch of my other content. I have another website that's CoreyCupford.com, C-O-R-E-Y-K-U-P-F-E-R.com. And they can get all that kind of stuff over there. Awesome.

Yeah, I highly encourage everybody because the best, you know, the best way to get to your goal, so point A to point B, is to avoid the mistakes of getting there. And if you go to, you know, the DealQuest podcast and take a look at some of the, you know, you have a wealth of experience and expertise of people that you brought on.

So for anybody looking to acquire or to sell and just get to take a look at a few episodes, I guarantee you, you're going to learn a lot.

So, Corey, I want to thank you for joining me here.

We're definitely going to have you on again, because I'm sure we're going to get a bunch of inquiries from our listeners to say, OK, can we talk about this or specific questions that I think that you can answer?

But it's been a lot of fun. I appreciate you having me on. Same here.