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Dealmaking with Laura DiFrancesco

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by Laura DiFrancesco

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48 episodes

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Podcast Overview

Welcome to "Dealmaking with Laura DiFrancesco," the ultimate podcast for entrepreneurs, investors, and business enthusiasts eager to navigate the world of mergers and acquisitions. Hosted by Laura DiFrancesco, a seasoned M&A attorney and founder of Dean Street Law, this podcast empowers you with the knowledge, strategies, and resources needed to successfully acquire and grow or sell small businesses in the competitive landscape of mergers and acquisitions and entrepreneurship through acquisition.

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Recent Episodes

July 7, 2026

How to Prepare Your Business for Sale // Episode 49 of Dealmaking with Laura DiFrancesco

Thank you for tuning into another episode of Dealmaking with Laura DiFrancesco! In today’s episode, we discussed how to best prepare a small business for sale. When preparing to sell, many factors come into play, including timing the sale to maximize profit while aligning with your personal goals, as well as legal and financial readiness, operational preparation, and improving marketability. Laura goes into more detail on each of these areas and shares how to make the most of the process. Join us next time for more insights on buying and selling businesses!What You’ll LearnWhy Preparation Matters// The more preparation you do, the more valuable your business will be. Preparation will also allow for a smoother and quicker closing process. Timing the Sale// The time of a sale is everything. Having a longer period of time leads to more flexibility and more negotiation leverage. Keeping up with geopolitical trends can also contribute to how your sale process is going to go. Legal and Financial Preparation// Here at Dean Street Law, we offer a package where we help prepare your business for sale to optimize the exit value. We will essentially do a mock due diligence with you where we will do an audit of governance documents, material contracts, assignability and change of control provisions, and past litigations. We also help understand what different types of assets you have and how that will affect the type of sale you are doing. Operational Preparation// Reducing the dependency of the owner is a big part of this section. Ultimately everything you are doing as the owner of the business needs to be replaced by the buyer, management, or a new role in the business. The more you are able to reduce the dependency on the owner, the more marketable the business becomes. Episode Highlights:[00:00] Introduction[03:35] Why does Preparation Matter[08:03] Importance of Timing [13:53] Ad Break[14:50] Legal and Financial Preparation [21:29] Operational Preparation[25:32] Closing RemarksResources Mentioned<ul><li>Entrepreneurship Through Acquisition Waitlist // <a href="https://lauradifrancesco.co/eta-landing-page">https://lauradifrancesco.co/eta-landing-page</a> </li><li>For free legal guides and resources // <a href="https://deanstreetlaw.com/resources">https://deanstreetlaw.com/resources</a> </li><li>Unlock your legal roadmap to success with Acquisitions Insights // <a href="https://lauradifrancesco.co/acquisitioninsights">https://lauradifrancesco.co/acquisitioninsights</a> </li><li>Schedule your complimentary consultation with Dean Street Law today! <a href="https://www.deanstreetlaw.com/potential-client-questionnaire">https://www.deanstreetlaw.com/potential-client-questionnaire</a> </li></ul>Connect with Us<ul><li>Follow on Twitter: <a href="https://x.com/LMDiFrancesco">@LMDiFrancesco</a> // <a href="https://x.com/LMDiFrancesco">https://x.com/LMDiFrancesco</a> </li><li>Follow on Instagram: <a href="https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==">@lauramdifrancesco</a> and <a href="https://www.instagram.com/deanstreetlaw/">@deanstreetlaw</a> // <a href="https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==">https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==</a> </li></ul><a href="https://www.instagram.com/deanstreetlaw/">https://www.instagram.com/deanstreetlaw/</a> <ul><li>Connect on LinkedIn: <a href="https://www.linkedin.com/in/lauradifrancesco">linkedin.com/in/lauradifrancesco</a></li></ul>Our Sister Brands<ul><li>Follow <a href="https://www.flourishcoworking.com/">Flourish Coworking Space</a> on Instagram: <a href="http://instagram.com/flourishwestchester">@flourishwestchester</a> // <a href="http://instagram.com/flourishwestchester">http://instagram.com/flourishwestchester</a> </li><li>Follow <a href="https://www.etherealfarms.co/">Ethereal Farms</a> on Instagram: <a href="http://instagram.com/etherealfarms">@etherealfarms</a> // <a href="http://instagram.com/etherealfarms">http://instagram.com/etherealfarms</a> </li><li>Check out my other podcast We Grow Together on<a href="https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8"> Spotify</a> and Apple Music // <a href="https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8">https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8</a> </li></ul><a href="https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488">https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488</a> Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit<a href="http://deanstreelaw.com"> deanstreelaw.com</a> to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success. Follow, rate, and review to help us reach more aspiring dealmakers like you!CreditsHost // <a href="mailto:ldifrancesco@deanstreetlaw.com">Laura DiFrancesco</a>Executive Producer // Teagan Rowland Editor // Ava BallietAssociate Producer // Ava Balliet

Episode thumbnail for Change-of-Control vs. Anti-Assignment: “Deemed Assignments” in Customer and Supplier Contracts // Episode 48 of Dealmaking with Laura DiFrancesco

June 23, 2026

Change-of-Control vs. Anti-Assignment: “Deemed Assignments” in Customer and Supplier Contracts // Episode 48 of Dealmaking with Laura DiFrancesco

Thank you for tuning into another episode of Dealmaking With Laura DiFrancesco! Whether you’re selling a business or buying a business, it is really important to understand the change of control and anti-assignment provisions; because not only will they drive your deal structure, but they’ll ultimately drive your timeline, third party consents that are needed, and complexity of the transaction. Come back next time for more information on buying and selling businesses! What You’ll LearnWhat is a change of control clause and what is an anti-assignment clause? // The expectation when entering a contract is that you will continue doing business with the same party, and the terms you have negotiated are for that party alone. Ultimately this is often negotiated based on the negotiation leverage of the parties. A change of control provision is getting consent or giving notice to the contracting party if there is a change of ownership.‘Deemed Assignment’ // Bridging the gap between the change of control and assignability provision, meaning that we will consider a change of control actual assignability, and then it may be subject to those rules around assignabilities. Implications for Buyers// If you’re buying a business, you want to make sure how the material contracts are assignable, and what their change of control provisions are. The difficulty in transferring contracts is that ultimately it will impact the value of the business. Negotiating Solutions Between Buyer and Seller// If seeking consent or notice, you may have to reach out to third parties. Sometimes, depending on how important the contract is, the parties may decide to risk it and obtain the consent post-closing. Others may just risk it completely and not get consent at all. Changing structure is another route commonly taken. Best Practices// First and foremost, early contract review. Next, all of the consents and notices that we need to provide are going into the closing checklist and timeline. Lastly, contingencies. Episode Highlights:[00:00] Intro [02:09] Today’s Topic[07:08] ‘Deemed Assignments’ [07:43] Implications for Buyers[08:57] Negotiating Solutions[10:45] Best Practices[11:51] Ad Break[12:48] Real World Examples[20:37] Final Remarks/Outro Resources Mentioned<ul><li>Entrepreneurship Through Acquisition Waitlist // <a href="https://lauradifrancesco.co/eta-landing-page">https://lauradifrancesco.co/eta-landing-page</a> </li><li>For free legal guides and resources // <a href="https://deanstreetlaw.com/resources">https://deanstreetlaw.com/resources</a> </li><li>Unlock your legal roadmap to success with Acquisitions Insights // <a href="https://lauradifrancesco.co/acquisitioninsights">https://lauradifrancesco.co/acquisitioninsights</a> </li><li>Schedule your complimentary consultation with Dean Street Law today! <a href="https://www.deanstreetlaw.com/potential-client-questionnaire">https://www.deanstreetlaw.com/potential-client-questionnaire</a> </li></ul>Connect with Us<ul><li>Follow on Twitter: <a href="https://x.com/LMDiFrancesco">@LMDiFrancesco</a> // <a href="https://x.com/LMDiFrancesco">https://x.com/LMDiFrancesco</a> </li><li>Follow on Instagram: <a href="https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==">@lauramdifrancesco</a> and <a href="https://www.instagram.com/deanstreetlaw/">@deanstreetlaw</a> // <a href="https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==">https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==</a> </li></ul><a href="https://www.instagram.com/deanstreetlaw/">https://www.instagram.com/deanstreetlaw/</a> <ul><li>Connect on LinkedIn: <a href="https://www.linkedin.com/in/lauradifrancesco">linkedin.com/in/lauradifrancesco</a></li></ul>Our Sister Brands<ul><li>Follow <a href="https://www.flourishcoworking.com/">Flourish Coworking Space</a> on Instagram: <a href="http://instagram.com/flourishwestchester">@flourishwestchester</a> // <a href="http://instagram.com/flourishwestchester">http://instagram.com/flourishwestchester</a> </li><li>Follow <a href="https://www.etherealfarms.co/">Ethereal Farms</a> on Instagram: <a href="http://instagram.com/etherealfarms">@etherealfarms</a> // <a href="http://instagram.com/etherealfarms">http://instagram.com/etherealfarms</a> </li><li>Check out my other podcast We Grow Together on<a href="https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8"> Spotify</a> and Apple Music // <a href="https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8">https://open.spotify.com/show/3XsZWFX0OaBkK79zWNLDB8</a> </li></ul><a href="https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488">https://podcasts.apple.com/us/podcast/we-grow-together-podcast/id1509350488</a> Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit<a href="http://deanstreelaw.com"> deanstreelaw.com</a> to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success. Follow, rate, and review to help us reach more aspiring dealmakers like you!CreditsHost // <a href="mailto:ldifrancesco@deanstreetlaw.com">Laura DiFrancesco</a>Editor // Ava Balliet

June 9, 2026

Experiencing an Investor Backed ETA Deal // Episode 47 of Dealmaking with Laura DiFrancesco

Thank you for tuning into another episode of Dealmaking With Laura DiFrancesco! In today's episode, we discuss what it is like to experience an investor-backed ETA deal. We go through the basics of what it entails, the different types of investors, the benefits, challenges, and tradeoffs. We then close off with who best fits this model and when to decide if you are ready to start this journey. Come back next time for more information on buying and selling small businesses! What You’ll LearnWhat is an Investor Backed ETA Deal?// A practice as old as commerce itself, now being marketed to MBA students and beyond as a path to entrepreneurship. When and how you’re getting investors involved is important to determining your return on investment versus their return. Who your investors are also determines the general terms and structure availability of your deal. Roles, Expectations, and Control// All of these aspects will be documented within the corporate governance document of your company, which could be created in many different ways. Corporate structure will be something we talk through with great detail, and then we will communicate with your accountant about financial forecasting. Benefits of Partnering with PE// The number one benefit is capital. Sometimes this enables someone to buy a business who might have never been able to buy a business themselves. It also might give you the opportunity to finance a deal that may not traditionally be financeable. You also want to make the investor aware that there are benefits on their end of the deal too. Challenges and Tradeoffs // With investors there will be more pressure for performance, along with more oversight. Being aligned not only on the investment but on the exit as well is super important so that your expectations are understood. Structuring your relationship around clear communication and trust is a key factor to having success with conversations around your own vision and alignment. Who this Model Fits Best// If you are someone who wants to become an operator, looking to gain capital, you have experience and you feel comfortable with this level of performance, then this might be a great opportunity for you. Episode Highlights:[00:00] Intro[03:17] What is an investor backed ETA deal?[12:10] Ad break[13:10] Roles, expectations, and control[18:39] What are the benefits?[23:23] Challenges and trade-offs [23:57] Who this model fits best[24:30] Closing Resources Mentioned<ul><li>Entrepreneurship Through Acquisition Waitlist // <a href="https://lauradifrancesco.co/eta-landing-page">https://lauradifrancesco.co/eta-landing-page</a></li><li>For free legal guides and resources click <a href="https://deanstreetlaw.com/resources">HERE</a>.</li><li>Unlock your legal roadmap to success with <a href="https://lauradifrancesco.co/acquisitioninsights">Acquisitions Insights</a> </li></ul>Connect with Us<ul><li>Follow on Twitter: <a href="https://x.com/LMDiFrancesco">@LMDiFrancesco</a></li><li>Follow on Instagram: <a href="https://www.instagram.com/lauramdifrancesco?igsh=MXJwYWtmdjJ4NWZncQ==">@lauramdifrancesco</a> and <a href="https://www.instagram.com/deanstreetlaw/">@deanstreetlaw</a></li><li>Connect on LinkedIn: <a href="https://www.linkedin.com/in/lauradifrancesco">linkedin.com/in/lauradifrancesco</a></li></ul>Our Sister Brands<ul><li>Follow <a href="https://www.flourishcoworking.com/">Flourish Coworking Space</a> on Instagram: <a href="http://instagram.com/flourishwestchester">@flourishwestchester</a> </li><li>Follow <a href="https://www.etherealfarms.co/">Ethereal Farms</a> on Instagram: <a href="http://instagram.com/etherealfarms">@etherealfarms</a></li><li>Check out my other podcast We Grow Together on Spotify and Apple Music </li></ul>Don't miss an episode of "Dealmaking with Laura DiFrancesco." Follow me on your favorite podcast platform and visit<a href="http://deanstreelaw.com"> deanstreelaw.com</a> to schedule a consultation today. Whether you're a seasoned entrepreneur or stepping into the world of mergers and acquisitions for the first time, let us guide you to success. Follow, rate, and review to help us reach more aspiring dealmakers like you!CreditsHost // Laura DiFrancescoExecutive Producer // Teagan Rowland Editor // Ava Balliet <a href="https://www.youtube.com/hashtag/dealmaking">#dealmaking</a><a href="https://www.youtube.com/hashtag/corporatelaw"> #corporatelaw</a><a href="https://www.youtube.com/hashtag/lawyer"> #lawyer</a><a href="https://www.youtube.com/hashtag/mergers"> #mergers</a><a href="https://www.youtube.com/hashtag/acquisition"> #acquisition</a><a href="https://www.youtube.com/hashtag/employer"> #employer</a><a href="https://www.youtube.com/hashtag/employee"> #employee</a><a href="https://www.youtube.com/hashtag/aiinbusiness"> </a>#communication #client-lawyerrelations #transitionmanagement #smallbusiness #buyingasmallbusiness

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What is Dealmaking with Laura DiFrancesco?: Welcome to "Dealmaking with Laura DiFrancesco," the ultimate podcast for entrepreneurs, investors, and business enthusiasts eager to navigate the world of mergers and acquisitions. Hosted by Laura DiFrancesco, a seasoned M&A attorney and founder of Dean Street Law, this podcast empowers you with the knowledge, strategies, and resources needed to successfully acquire and grow or sell small businesses in the competitive landscape of mergers and acquisitions and entrepreneurship through acquisition.
How often does this podcast release new episodes?: This podcast updates daily.
Where can I listen to this podcast?: This podcast is available on 4 platforms including Apple Podcasts, Spotify, and more. You can also use the RSS feed directly.
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