Show Me The Way

Ep. 62 — How M&A Trends Could Explode in 2025

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode, we take a step away from our usual format of hosting guests, as I, your host Dave Seitter, offer you a solo journey. As we near the end of 2024 and approach a new year, it's a perfect time to reflect on the M&A landscape of this year and glimpse into what 2025 has in store for us.
Ep. 62 — How M&A Trends Could Explode in 2025
As we move into 2025, it's time to reflect on the preceding year and forecast what the future holds for the M&A market, exit planning, succession planning, and business continuity planning. Here, originating from insights shared on my recent podcast episode, are a few key takeaways and predictions to guide your business strategies.
Reflecting on 2024
2024 was an intriguing year for the M&A sector, characterized by incremental progress and notable challenges. While financial acquisitions saw a 30% increase, strategic valuations remained stable. Observers largely anticipated the return of deal flow post-COVID, yet the market's strides were moderated by ongoing economic challenges and regulatory scrutiny.
Globally, M&A values rose by 15%, with frequent acquirers gaining a strategic advantage. My personal experience aligns with this positive trend, evidenced by an active year aiding expansion in industries ranging from manufacturing to construction.
Navigating Market Complexities
Despite the market's robustness, challenges persist. Some deals failed due to insufficient due diligence or unsecured financing. As we prepare for 2025, it's crucial to ensure thorough preparation and realistic expectations, particularly with the continued reliance on deferral techniques like seller financing and equity rollovers. These methods help distribute risk and will likely remain prevalent unless market conditions pivot significantly.
Interestingly, internal sales, such as ESOPs, emerge as promising opportunities. These transactions can incentivize employee retention, positioning companies for long-term success.
Valuation: An Ongoing Importance
An often-overlooked aspect of business planning is regular valuation. This annual exercise equips owners with an accurate understanding of their business's worth, aiding in informed negotiations and strategy development. This should be a priority as we anticipate continued market evolution.
Looking Ahead to 2025
Optimism is high for 2025, with projections of declining interest rates, increased IPOs, and potentially relaxed regulatory frameworks contributing to heightened activity in the business sector. This environment fosters a mindset ripe for innovation and expansion.
While political shifts may impact regulatory landscapes, the broader economic climate suggests a conducive backdrop for business growth. It is prudent to stay informed and adaptable, ready to capitalize on emerging opportunities.
As we embark on this new year, I encourage businesses to embrace proactive planning and remain flexible. The landscape is rich with potential, and with careful navigation, 2025 could prove a fruitful year for growth and success.
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 61 — Bridging Valuation Gaps with Patents

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of "Show Me the Way," Dave and David Wanetick, Managing Director at Merit Investment Bank, to delve into the intricacies of IP valuation and its critical role in bridging valuation gaps during mergers and acquisitions. They discuss key strategies, valuation methodologies, and the essential steps in determining patent worth, and offers insights on how patents can enhance business value during monetization events.
Ep. 61 — Bridging Valuation Gaps with Patents
David Wanetick shares that a key challenge in mergers and acquisitions is closing the valuation gap between what a seller hopes to receive and what a buyer is willing to pay. Patents, he argues, can play a pivotal role in bridging this gap. Their strategic use can transform potential deals that might otherwise fall through.
How Patents Can Bridge Valuation Gaps
Infringement Recovery: One strategy is leveraging current or past patent infringements to recover damages. Agreements can be structured so that any financial recovery from this can benefit both the buyer and the seller.
Injunctions: Another approach involves obtaining injunctions against competitors who infringe on patents. This tactic can reduce competition for the buyer, potentially sharing the financial benefits with the seller based on agreed terms.
Impounding Infringed Products: David discusses the value of using patents to impound infringing products through the International Trade Commission, reducing market competition.
Patent Applications and Future Value: When the seller holds patent applications, there can be agreements on potential increases in value should those applications be granted without narrowing claims.
Licensing Across Industries: A seller’s patents might protect products in multiple industries. If the buyer can license those patents to other industries, this could open new revenue streams.
Evaluating Patent Valuation
Understanding a patent's worth is complex, involving a comprehensive analysis of the company, industry, patent history, and more. David highlights various methodologies like the income, market, and cost methods, yet notes the challenge due to the lack of comparable data. Overall, it's a thorough process requiring expertise and creativity.
M&A Considerations Around Patents
In potential acquisitions involving patents, several due diligence steps are crucial:
Clear Chain of Title: Ensuring proper assignment of patents to guarantee ownership.
Maintenance Fees: Confirming all fees are paid to keep the patent enforceable.
Prior Art and Inventorship: Verifying no conflicting prior art and ensuring proper listing of inventors.
Sustaining Invalidity Challenges: Patents that have withstood challenges tend to hold stronger value.
The Role of Investment Banks
David recommends engaging companies like Merit Investment Bank early to prepare patent valuation reports and consult on acquisition strategies. His firm works closely with clients to navigate the complex patent landscape, drawing on international networks to facilitate successful deals.
Optionality of Patents
Patents offer businesses various strategic options—they can secure loans, serve as litigation tools, or even provide strategic corporate advantages in international markets. They also carry intangible benefits like branding value and future business opportunities.
About Merit Investment Bank
Merit Investment Bank specializes in sell-side mandates for lower mid-market companies, and assists clients across diverse industries. Their personalized service and strategic insights make them an asset in closing rewarding mergers and acquisitions.
 
For further insights from David Wanetick or to explore services from Merit Investment Bank, feel free to connect with him via LinkedIn or through his company email.
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 60 — Why ESOPs Boost Performance and Profits

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of "Show Me the Way," Dave and Kelly Finnell, President of Executive Financial Services, returns to the podcast to discuss the current landscape of Employee Stock Ownership Plans (ESOPs). Kelly discusses the new involvement of the SBA in ESOP lending, the increasing attractiveness of ESOPs for companies of various sizes, and the advantages of ESOPs for business succession planning.
Ep. 60 — Why ESOPs Boost Performance and Profits
In recent years, significant changes have impacted ESOPs. Notably, the Small Business Administration (SBA) has become involved in financing ESOP transactions. Since Congress authorized this in 2020, the SBA's 7A program now allows companies to borrow up to five million dollars without requiring personal guarantees, offering a ten-year term and amortization. This development empowers businesses, especially smaller ones, to leverage ESOPs more effectively.
Furthermore, the acceptance of ESOPs among large firms has grown, with companies like BDO opting for employee ownership over private equity, illustrating the sophistication and credibility of ESOPs in today’s business environment.
The Psychological and Financial Benefits of ESOPs
ESOPs not only provide financial returns but also enhance company culture. Employees with equity stakes are generally more motivated, leading to better performance and profitability. Kelly emphasizes that a robust compensation plan should include a base salary, a short-term incentive bonus, and a long-term equity-based component, aligning the interests of both employees and employers.
Interest Rates and Banking Considerations
Despite increases in interest rates, ESOP financing remains accessible. Kelly explains that structuring transactions with a combination of company cash, bank loans, and seller notes ensures ESOPs remain financially viable, even in changing economic climates.
Political Stability for ESOPs
ESOPs have garnered bipartisan support, appealing to legislators across the political spectrum. Democrats appreciate the wealth distribution aspect, while Republicans are attracted to the tax benefits ESOPs offer. This broad support ensures ESOP stability regardless of changes in political leadership.
Compassionate Capitalism and ESOPs
Over his career, Kelly has observed two types of business owners: those focused solely on personal gain and those who view the sale of their company as an opportunity to benefit themselves, their employees, and their communities. The latter group embraces what Kelly terms "compassionate capitalism," where selling to an ESOP not only provides fair market value but also enriches employees and potentially creates community benefits through strategic philanthropic planning.
Costs and Professional Involvement
Although setting up an ESOP involves multiple legal and financial professionals, it remains cost-effective compared to selling to private equity, as it typically does not require an investment banker. These savings can make ESOPs a compelling option for many medium-sized businesses.
Future Outlook
Looking ahead, Kelly plans to continue expanding Executive Financial Services, leveraging his team's expertise to further serve business owners navigating their succession and exit strategies. With the baby boomer generation contemplating retirement, the demand for effective succession planning, including ESOPs, is expected to rise substantially.
 
For businesses considering ESOPs, Kelly Finnell and his team at Executive Financial Services offer a wealth of experience and guidance. ESOPs present a viable and increasingly popular path for business transitions, aligning the goals of business owners, employees, and the broader community.
 
Those interested in learning more can connect with Kelly through his company's website at execfin.com or on LinkedIn.
 
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 59 — Cash Flow Magic: How to Sell Your Business Without Selling to Strangers

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of "Show Me the Way," Dave and guest Terry Staley, an experienced Tax Professional, Certified Exit Planner, and business advisor from MarksNelson, delve into the intricacies of business succession planning and insider transactions. He details the process of crafting financial plans for business owners to transfer ownership internally, often to employees or family members, using cash flow models.
Ep. 59 — Cash Flow Magic: How to Sell Your Business Without Selling to Strangers
According to Terry, discussing business succession is critical. While owners may only spend a brief time on taxes, their interest perks when it comes to transitioning out of their businesses. Three primary objectives kick off these discussions: understanding the timeline, identifying who the business will transition to, and determining the post-sale financial needs of the owner.
Insider vs. Third-Party Sales
The conversation highlighted two main avenues for business sales: insider and third-party. While third-party sales are often attractive for their high multiples, they can come with strings attached, such as loss of company culture and management freedom. Insider sales, on the other hand, allow owners to maintain legacy and control, providing financial transactions through company cash flow and benefiting both parties.
Crafting the Perfect Transition Plan
Terry emphasizes the importance of a comprehensive plan, which begins with a deep fact-finding session. By understanding the dynamics of the business and its stakeholders, Terry’s team models cash flow projections that highlight the most sustainable and beneficial transaction structure. These plans determine the feasibility of transitions and whether value alignments are achieved over a typical period of five to seven years.
Unique Advisory Services
Beyond his CPA skills, Terry possesses a knack for advisory services, tackling not just the numbers but the emotional and management aspects of succession planning. By assembling a team of key advisors—from financial planners to corporate attorneys—Terry ensures a complete and tailored approach for each client.
Navigating Family Dynamics in Business Sales
Terry shares insights on the sensitive nature of family-involved transactions, underscoring the importance of clarity and fairness in estate equity. In his experience, gifting stock to non-business active siblings can sow future discord, and he advocates for financial compensation outside of stock ownership for such family members.
Preparing for the Unexpected
Contingency planning is vital, ensuring the business continues seamlessly in events like the sudden departure of a sole owner. A robust succession plan includes buy-sell agreements and ownership transfers to ensure business continuity.
Terry Staley's approach to business succession and insider transactions highlights the need for careful planning and experienced guidance. His message is clear: starting early and developing a thorough plan with the right advisors can mean the difference between a chaotic or a seamless transition.
For business owners interested in securing their legacy through successful succession planning, Terry Staley can be contacted via email at tstaley@mnadvisors.com or on his cell at 816-729-4192.
Whether you're contemplating an insider sale or navigating the complex landscape of business exits, Terry and his team offer a holistic, customized approach to ensure a smooth and successful transition for business owners and their successors.
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 58 — Revealing Powerful EOS Secrets to a Successful Exit with Daryl Braham

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of "Show Me the Way," Dave and guest Daryl Braham, an expert in both implementing the Entrepreneurial Operating System (EOS) and solving complex business challenges, delve into how EOS can revolutionize business operations, continuity, succession planning, mergers and acquisitions, and successful exit strategies. They discuss how leveraging the EOS system can help businesses achieve clarity, vision, and growth.
Ep. 58 — Revealing Powerful EOS Secrets to a Successful Exit with Daryl Braham
Kicking off the episode, Dave introduces listeners to the world of EOS solutions with Daryl Braham. Daryl's journey stretches over 25 years of experience in business, extending valuable insights into the benefits of using EOS. Drawing from his rich career background, Daryl sets the stage for a comprehensive understanding of EOS—a system designed to help business leaders realize their goals and establish sustainable business practices.
Understanding EOS: Vision, Traction, and Healthy Organizations
Daryl explains that EOS focuses on three primary outcomes: vision, traction, and healthy organizations. By leveraging proven tools, EOS helps entrepreneurs gain clarity on their aspirations and sets a unified direction for the entire company. It promotes accountability, transparency, and cohesion within leadership teams—vital components for achieving long-term success.
The Power of Business Continuity Planning
Business continuity planning is essential for ensuring growth and preparing for future success. Daryl elaborates on how EOS aids in bridging the gap between current status and future aspirations. Key to this is the realization that many business owners don't fully understand their current business dynamics until they engage in deeper planning processes. Clarity, achievable through EOS, allows businesses to identify core issues and pivot towards successful exit planning.
Navigating Succession Planning
Navigating the waters of succession planning can be daunting, especially in family-run businesses. Daryl introduces the concept of the accountability chart, which differs from traditional organizational charts by focusing on the responsibilities rather than the individuals. This approach enables businesses to assign roles based on passions and expertise rather than familial ties. Clarifying these roles helps align the team towards common goals and ensures operational efficiency.
Exit Planning with EOS
Exit planning can be an emotionally charged process for entrepreneurs deeply invested in their businesses. Through EOS's Vision Traction Organizer (VTO), business owners can clearly map their path, addressing personal goals alongside business priorities. By focusing on data rather than emotions, EOS creates a structured plan that guides owners through successful exits and transitions.
Life Beyond a Successful Business Exit
A unique advantage of EOS is its applicability beyond business. After an entrepreneur exits, many find themselves lost without their former routine. Daryl suggests that utilizing EOS tools for personal planning—known as the personal VTO—can help owners redefine their purpose and establish new personal goals. This approach ensures that both business and personal lives align with one's true passions and aspirations.
Top Takeaways for Business Owners
Choose an Operating System: Like selecting between Windows or Mac, commit to an OS for your business processes—be it EOS or another system.
Seek Help First: Reach out for help. Daryl encourages reaching out to professionals for guidance and insight.
Gain an Outside Perspective: Inviting an external viewpoint provides the clarity needed for resolving internal complexities and realizing unseen opportunities.
 
Daryl Braham's insights highlight the transformative power of EOS in simplifying business processes and paving the way for long-term success. Whether you're an entrepreneur aiming to scale your operations, plan a seamless handover, or transition into a fulfilling post-business life, EOS offers a structured, clear path to achieving those objectives.
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 57 — From Startups to Multi-Billion Dollar Sales: Joe Kessinger’s Top Tips

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of "Show Me the Way," Dave and guest Joe Kessinger, Exec VP at DeBruce Companies, to discuss his varied experiences from founding investment funds and running CEO roundtables. He also delves into the intricacies of starting, buying, and selling businesses, emphasizing the emotional and operational challenges of selling.
Ep. 57 — From Startups to Multi-Billion Dollar Sales: Joe Kessinger’s Top Tips
Joe Kessinger's career is nothing short of impressive. Known for wearing many hats, Joe has been involved in various capacities, from running a family office to leading CEO roundtables, starting up investor funds, and operating current funds. His journey encompasses significant roles, including being a CEO and an M&A advisor - Joe has seen it all.
A Journey Through Joe’s Early Life and Career
Joe eloquently recounts his humble beginnings in Kansas City, Missouri, and his initial steps into the entrepreneurial world by selling candy bought from a dime store to school kids during recess. His educational path led him to the University of Missouri, a family tradition passed down through generations.
From Accounting to Entrepreneurism
Joe’s father advised him that accounting was the best degree for understanding the language of business. Although Joe considered law and philosophy, he ultimately pursued accounting, leading to his first job at KPMG. However, his stint there wasn't long as he realized his passion lay more in finance than in accounting.
Working with a startup firm that later became Cerner Corporation, Joe transitioned into the world of capital finance and equity raises, setting the stage for a long career in entrepreneurial investments.
Learning and Growing Through Business Ventures
Joe's narrative takes listeners through his various roles and lessons learned. He discusses his time at UMB managing venture capital investments, his involvement with the Bi State Investment Group, the challenges of buying and turning around a struggling electronics manufacturing company, and eventually selling it, thus experiencing the full cycle of acquiring, rebuilding, and exiting a business.
Steps to Acquisitions and Lessons Learned
Joe shares practical advice for those looking to buy a business. He emphasizes understanding why you want to buy a business, the importance of soul-searching to narrow down what kind of business suits you best, and the reality of the hard work involved.
The Entrepreneurial DNA
Dave brings up the crucial topic of what it takes to be an entrepreneur. Joe believes that the essence of being an entrepreneur comes from within. It’s a balance of strategic thinking, a willingness to take risks, and having a forward-thinking mindset. Being coachable and surrounding oneself with smart people is also vital.
Selling a Business: The Emotional and Practical Aspects
Transitioning to the sell side, Joe talks about the challenges many business owners face. Beyond the financial preparation, the emotional readiness to let go of a business is paramount. Joe advises business owners to start preparing at least three to five years in advance, both financially and emotionally, for a smoother transition.
The Role of Tiger 21
Joe introduces Tiger 21, an international group focused on helping affluent individuals manage and grow their wealth post-liquidity events. It's a platform for peer-to-peer learning on topics such as investment strategies, wealth preservation, family dynamics, and philanthropy.
 
Dave wraps up the episode by acknowledging Joe Kessinger’s vast experience and contributions to the business community. Joe's journey offers invaluable lessons for both aspiring and seasoned entrepreneurs. For those looking to connect with Joe, you can find him on LinkedIn.
 
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 56 — Keys to Successful Mergers and Acquisitions: Insights from Jeff Carr

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of "Show Me the Way," Dave and guest Jeff Carr, a renowned attorney and former general counsel with over 25 years' experience. Jeff delves into his extensive experience in mergers and acquisitions, sharing unique stories from complicated transactions in Brazil, Turkey, and more. Discover his insights on the importance of understanding cultural differences in negotiations, the complexities of legacy liabilities, and the significance of proper succession planning.
Ep. 56 — Keys to Successful Mergers and Acquisitions: Insights from Jeff Carr
Continuing the conversation from last episode, Dave prompted Jeff to share some of his most unusual experiences in the M&A sector. Jeff's storytelling was nothing short of fascinating—ranging from complex deals involving ESOP companies to negotiations in Turkey that were nothing like standard American or European practices.
One particularly intriguing anecdote involved a deal in Brazil where Jeff had to orchestrate the privatization of a public company under Brazilian law, a situation that had no legal precedent. These stories highlighted the unpredictable and often challenging nature of M&A, emphasizing the importance of adaptability and cultural understanding in global transactions.
Simplifying M&A Processes
When asked how he would improve the M&A experience, Jeff stressed the need for simplification. He emphasized that M&A documents are often unnecessarily complex, advocating for a move towards plain English and massive simplification to make the process more intuitive. Jeff also outlined an approach to M&A deals that involves rigorous planning, execution, and after-action reviews for continuous improvement.
The Importance of Succession Planning
Dave shifted the conversation to succession planning, a topic that Jeff admitted he has had his share of struggles with. Jeff discussed the loneliness that can come with executive roles and the critical nature of hiring people who either have the potential to succeed you or whom you can help grow into better roles. He emphasized the importance of clearly defining and maintaining cultural and behavioral standards within an organization, even if it means making tough decisions about team composition.
Legacy Liabilities in M&A
When it comes to legacy liabilities, Jeff takes a firm stance. He prefers asset deals over share deals to avoid inheriting unwanted liabilities. Jeff's approach is guided by a hardline rule—anything that arises post-definitive agreement or closing date should be the responsibility of the buyer. This method ensures that legacy liabilities do not become a cumbersome issue in future operations.
Top M&A Points to Remember
Towards the end of their discussion, Jeff shared his top points for both buy-side and sell-side M&A considerations:
Sell-Side:
Recognize that selling means you're exiting the business.
Do not retain liabilities post-sale.
Communicate transparently with employees about the sale.
Buy-Side:
Understand the true objective behind the purchase.
Focus on effective integration post-acquisition.
Be prepared to walk away if due diligence reveals red flags.
The Transition to Retirement
The conversation took a personal turn as Dave asked Jeff about his transition into retirement. Jeff shared his daily routine, which includes physical, mental, creative, social, and spiritual activities. He also talked about his passion for racing cars, a hobby that has helped him stay active and engaged post-retirement.
Jeff's reflections on the emotional and psychological challenges of retirement offered a poignant reminder that high-performance individuals often struggle with the loss of their former status and identity. Balancing new activities and maintaining a sense of purpose can be key to a fulfilling retirement.
Pragmatic Approach to M&As
Jeff Carr's pragmatic approach to M&A, honed over years of experience, underscores the importance of planning, cultural alignment, and effective leadership in navigating complex business deals.
For those interested in learning more from Jeff, he remains active on Twitter/X and is open to emailing [jcarr916@gmail.com] to share his knowledge with the next generation of M&A professionals.
 
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 55 — Transform Your Legal Strategy with Jeff Carr's Masterful Business Insights

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of "Show Me the Way," Dave and guest Jeff Carr, a renowned attorney and former general counsel with over 25 years' experience. Jeff delves into his innovative approaches to law, focusing on business, M&A, and the transformation of legal services. Jeff reveals his guiding principles, his disdain for the billable hour, and his philosophy of treating clients as customers.
Ep. 55 — Transform Your Legal Strategy with Jeff Carr's Masterful Business Insights
Dave introduces Jeff Carr as a mentor and an influential figure in the legal profession. Jeff's journey starts in Delaware, where he was born and raised, eventually leading to an illustrious career as a general counsel, consultant, and angel investor.
Jeff's early years were marked by academic excellence and athletic pursuits. He attended the University of Virginia as an undergraduate, initially majoring in music before transitioning to nuclear war theory, ultimately graduating with a degree in government and foreign affairs. His passion for learning continued at Georgetown, where he pursued a joint degree program in foreign affairs and law.
Breaking into the Legal Field
After law school, Jeff embarked on a diverse career path, including clerking for a federal judge and working in various law firms. His experiences in international consulting were particularly formative, teaching him the importance of running a business, hiring and firing employees, and managing resources effectively. These skills would later prove invaluable in his role as general counsel.
Building a Legal Model
One of Jeff's core philosophies centers on the idea that legal services should be enablers of business success. He developed a model emphasizing customer focus, efficiency, and effectiveness. His vision? Every legal problem can be prevented, and legal services should be optimized to deliver value. This philosophy guided Jeff's work at FMC Technologies, where he built a high-performance legal team and transformative processes.
Mergers and Acquisitions: A Holistic Approach
Jeff's expertise extends to mergers and acquisitions, where he offers valuable insights into what works and what doesn't. He emphasizes the importance of a clear objective when pursuing M&A deals. According to Jeff, many mergers fail due to a lack of integration planning and cultural mismatches. Successful acquisitions often involve acquiring unique technology or expertise rather than merely increasing market share.
The Importance of Culture and Integration
Jeff highlights the critical role of cultural alignment in M&A success. He points out that trust and mutual respect between merging entities are essential for a smooth integration. Earnouts, while common, can create challenges if not handled properly. Jeff stresses the need for honest and transparent communication during the negotiation process.
Simplifying Legal Processes
Simplicity and clarity are recurring themes in Jeff's philosophy. He advocates for streamlined legal processes and documents, arguing that many standard practices in the legal field are unnecessarily complex. By focusing on the essentials and eliminating redundancies, legal professionals can provide more efficient and effective services to their clients.
Guiding Principles for Legal Teams
For Jeff, principles, people, and platforms form the foundation of successful legal teams. Clear principles guide decision-making, while the right people bring these principles to life. Platforms, including technology and systems, support the team's mission. Jeff's leadership philosophy emphasizes the importance of building a cohesive team that adheres to shared values and goals.
 
Jeff Carr's insights offer a masterclass in combining legal expertise with business acumen. His innovative approach to legal services, focus on customer experience, and emphasis on cultural alignment in M&A provide a blueprint for success in the legal profession. By adopting Jeff's principles and strategies, legal professionals can enhance their effectiveness and better serve their clients.
 
Be sure to subscribe to the show to catch part 2 of Dave’s conversation with Jeff!
 
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 54 — How Brett Gordon Built a Billion-Dollar Empire

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of "Show Me the Way," Dave and guest Brett Gordon, Founder and President of McCownGordon Construction, explore his incredible journey from entry-level construction worker to C-suite executive, owner of a construction company, and philanthropic leader. He also discusses the why he chose an ESOP as his exit strategy for selling the business.
Ep. 54 —How Brett Gordon Built a Billion-Dollar Empire
Brett’s journey began in California, but his family soon moved to Iowa, where he spent his early years before the family relocated to Denver. Brett later graduated from Thomas Jefferson High School in Denver and pursued higher education in construction science at Colorado State University.
Learning the Ropes in Construction
After college, Brett joined J.E. Dunn Construction Company in Kansas City, where he started at the entry-level and quickly demonstrated his knack for handling large construction projects. Despite economic challenges, Gordon proved his mettle by taking on significant responsibilities and establishing a solid foundation in the industry.
Building Walton Construction
An ambitious spirit led Brett to join Walton Construction Company, a small firm where he quickly rose through the ranks. There, he wore multiple hats, managing operations, sales, and hiring. Through his hard work and dedication, Walton transformed from a $6 million-a-year company to a $750 million-a-year enterprise.
The Entrepreneurial Leap: Founding McCownGordon
In 2001, Brett decided it was time to start his own business with his long-time colleague, Pat McCown. With just a small project to start, they built McCownGordon Construction from the ground up. Despite beginning with minimal resources and performing many tasks themselves, including demolition and cleanup, Brett and Pat's tenacity paid off. The company quickly scaled, achieving remarkable growth and completing numerous large-scale projects.
McCownGordon's Growth and Values
Under Brett's leadership, McCownGordon expanded significantly, ultimately becoming a billion-dollar enterprise with 1,500 employees. The success can be attributed to three core values: honesty, integrity, and performance. These principles, deeply embedded in the company's culture, ensured that every associate and client was treated with respect and fairness.
Transition to Employee Ownership: The ESOP Journey
As Brett began planning his exit strategy, he wanted to ensure the company's continuity and reward the associates who contributed to its success. This led to the establishment of an Employee Stock Ownership Plan (ESOP), making all associates co-owners of McCownGordon. By transitioning to a 100% ESOP, Brett and Pat ensured the company remained in capable hands, fostering a sense of ownership and responsibility among the employees.
Brett Gordon's Philanthropic Endeavors
Philanthropy has always been close to Brett's heart. Even during challenging economic times, McCownGordon committed to giving back a portion of its profits to the community. Post-retirement, Brett continues to focus on philanthropic initiatives, supporting organizations that make a meaningful impact on people's lives.
Lessons from Brett Gordon's Journey
As Brett reflects on his journey, he emphasizes the importance of client care, maintaining core values, and treating associates and clients with respect. His story serves as an inspiration to entrepreneurs and business owners, highlighting the significance of humility, integrity, and relentless pursuit of excellence.
Brett Gordon's story is a remarkable example of what one can achieve with dedication, perseverance, and a clear ethical compass. From sweeping floors to building a billion-dollar enterprise and giving back to the community, Brett's journey offers valuable lessons for anyone aspiring to make a mark in the business world.
 
If you want to get in touch with Brett Gordon, he can be reached via his McCownGordon email at bgordon@mccowngordon.com.
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 53 — From the Ballpark to the Boardroom: Rita Cortes Shares Her Winning Strategies

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of "Show Me the Way," Dave and guest Rita Cortes, Executive Director of the Menorah Heritage Foundation, to delve into her incredible journey. Rita, the first girl to play boys baseball in Kansas City, shares her experiences from practicing attorney, CEO of a construction company, to leading philanthropic efforts in Kansas City. She also gives insights on succession planning and retirement.
Ep. 53 — From the Ballpark to the Boardroom: Rita Cortes Shares Her Winning Strategies
Rita has crossed various domains, from law to business to philanthropy. She began playing baseball in Kansas City before becoming an attorney, CEO of a construction company, and now a significant player in philanthropic organizations. Her story is not just about career progression; it's about breaking barriers, continuously evolving, and giving back to the community.
Early Life and Education
Born and raised in Kansas City, Rita attended Barstow School and Pembroke Hill School. She grew up with a strong support system from her family, which ingrained in her the value of hard work and persistence. Rita was actively involved in sports and was fortunate to play numerous sports including tennis, basketball, and field hockey. She played basketball in college at Rice University and later transitioned to soccer, where she played as a goalie despite never having played soccer before.
Law and Public Service
Rita spent her summers working on Capitol Hill for various Midwestern politicians, including Senator Bob Dole and Representative Jan Meyers. This experience piqued her interest in law and public policy, leading her to attend George Washington University Law School. She practiced law in the DC metro area, primarily focusing on bankruptcy litigation. Dealing with real estate recession cases armed her with invaluable lessons on resilience and strategic problem-solving.
Returning to Kansas City
After practicing law, Rita returned to Kansas City to join her family's commercial construction business, Hoffman Cortes Contracting. Her journey was not straightforward; it involved rigorous negotiation and learning. Eventually, she took over as CEO and significantly grew the company's revenue and employee base. Rita emphasized the importance of external experience for any family member joining a family business, as it brings valuable insights and objectivity.
Succession Planning
One of the more profound lessons Rita shares is the complexity of succession planning in family-owned businesses. She underscores the necessity of clear communication and roles within the family. She recounts, for instance, how calling her father by his first name in professional settings helped her distinguish personal relationships from business decisions.
Philanthropy and Community Engagement
After leaving the construction business, Rita had a successful stint as a partner at a competing law firm before being offered the role to run Menorah Heritage Foundation. Here, Rita found her calling in helping give away money to philanthropic causes, a role that leverages her extensive experience in law, business, and community engagement. The foundation is focused on enriching the Kansas City area, particularly the Jewish community and broader Midwest.
Reflections on Retirement
Rita believes in the idea of "rewiring" rather than retiring. She sees herself continually engaged in meaningful work, whether in an official capacity or through volunteer roles. She currently serves as the chair of the board for Kansas City Public Schools, using her expertise to contribute to educational improvement.
If you found Rita's story inspiring, feel free to reach out to her via her professional email at rcortes@jcfkc.org or explore her work with the Kansas City Public Schools.
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.