Kevin Henderson
@KHendersonCo
Followers
13,183
Following
1,269
Media
835
Statuses
7,166
Attorney | Entrepreneur | Investor | Helping entrepreneurs buy and sell small businesses | Co-founder @smblawgroup @thesmbcenter
Dallas, TX
Joined March 2011
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Lots of new followers recently, many as a result of the Texas Lawbook story "Who In the Hell Is Kevin Henderson?" (link in bio).
Well, Texas Lawbook asked, so now I'm answering!
Here's the skinny on me and how I became the
#1
deal lawyer in the State of Texas in 2023.
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@ItsMattsLaw
@SMB_Attorney
@heyitsalexsu
Reminds me of the etiquette training at
@Cravath
where we learned important things, like how to list names on an email cc line in order of seniority, how to get into a shared cab in order of seniority, who’s responsible for carrying the umbrella when it’s raining, etc.
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My daughter is getting braces. It’s $6500. They offer payments over 30 months for “no interest” or we can pay up front for a 5% discount.
I’m not sure why anyone in their right mind would pay up front. I’ll make a material profit by just parking the payment in a HY savings!
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From a presentation given at BigLaw firm Paul Hastings.
“You’re in the big leagues, which is a privilege, act like it.”
“You are online 24/7. No exceptions, no excuses.”
People often ask why I left BigLaw.
Exhibit A.
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This is actually pretty big news from our friends at
@SBAgov
this week! 🚨 🚨
The SBA will be piloting a new revolving credit facility program in the coming months to allow entrepreneurs access to up to $5M in revolving credit to fund their business.
This is a huge development,
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@SMB_Attorney
Dad of a 16, 13, and 11 yo. My thoughts, in no particular order:
1. Prioritize being outside/active, in any fashion. Park, hiking, fishing, literally sitting on the back patio chatting.
2. Make family dinner sacred. School obligations are one thing, but the client can wait.
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@SMB_Attorney
NY condo and it’s not even close.
I’m embarrassed for you that you even asked.
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You've heard of them, you may even have one, but do you really understand what an S Corp is?
In this thread I break down exactly what "S Corp" means and why they're popular in SMB.
In a future thread I'll address their drawbacks in M&A.
For now, grab a mimosa and let's dig in!
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Indemnification may be the single most important sections of a purchase agreement for a buyer, but may also be the least understood.
These 5 things will help you navigate indemnification provisions like a pro.
Grab a mimosa, and let's dig in! 🧵
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At the end of every year my wife
@honestlytara84
and I spend 1-2 nights away doing an annual planning retreat.
This is year 4 and I can honestly say it’s been a transformative practice for us as a couple and for our family.
On deck this year for our discussions over the past
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Interested in building the next Berkshire Hathaway, but when you hear LLC, QSBS and pass-through tax, your eyes glaze over like a student listening to an econ lecture?
Yeah, me neither.
But still, lets break down the key considerations designing a structure. 🧵
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I'm gonna be honest...
I don't get the Cybertruck. Literally the ugliest automobile I've ever seen in my life.
Like, beyond Chrysler Prowler or Pontiak Aztek levels of ugly.
What am I missing?
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@EndresenHeather
@ItsMattsLaw
@SMB_Attorney
@heyitsalexsu
@Cravath
I will say in practice most of what we were taught was ignored by everyone because even partners thought it was dumb. Except the seniority listing on letterhead, address blocks and emails. You’d absolutely get a talking to if you missed that.
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I’m no economics major, but I’ve always hated the idea of flat taxes because of the marginal utility argument.
Asking someone making $50k a year to pay the same rate as someone making $50M a year may be “fair”, but it’s not equitable. Wouldn’t this just significantly enhance
The capital gains rate should be 0%
Property tax… 0%
Estate tax… 0%
Income tax… 10% flat
Encourage investment, actually own your property and legacy, simplify things, start over from scratch with government spending.
Here’s a bad chart for illustration:
1K
995
10K
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My mortgage company just called to offer me the "opportunity" to refi my 2.75% 30 year fixed mortgage. Current rates in TX are like 6.00%.
I don't envy mortgage salespeople in the current environment...
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Android users ruin group texting.
That’s it. That’s the whole tweet.
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@SMB_Attorney
@ItsMattsLaw
@heyitsalexsu
@Cravath
Yellow cabs? Pshhht. As if. Black car service only. It gets billed to the client so why not ride in style?!
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@strowhiro
@heyitsalexsu
@ItsMattsLaw
@SMB_Attorney
@Cravath
My parents address letters/cards as "Mr. & Mrs. Kevin Henderson", so my wife's mini act of rebellion is all correspondence with family gets addressed as "Mrs. & and Mr. Tara Henderson", just to stir the pot. We laugh far more than we should about it.🤷♂️
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Let's talk Estate Planning!
I've recently been working on updating our Estate Plan (EP) and thought it would be helpful to summarize why EP's are important generally, but also why you should routinely review and update yours.
So grab a mimosa, and lets roll! 🧵
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Well this is quite the headline! 🎉💥
I’m incredibly honored (if not surprised) to be at the top of this list among other incredible M&A lawyers, but it’s a testament to the incredible team we’ve built at
@smblawgroup
.
And to our incredible clients!
And we have this entire
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$TWTR filed its merger agreement with
@elonmusk
this afternoon after the market closed, so let's dig in and see what we can learn! 🧵
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@SMB_Attorney
This a great example of the cure becoming the curse.
I get the original thesis behind why OF became popular. Society consumes sexuality but it’s always been outrageously exploitative of the performers (mostly female).
OF put them in the drivers seat so they could actually own
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Today I’m celebrating 18 years married to my best friend,
@honestlytara84
.
In honor of the milestone, here’s one tweet that sums up everything I’ve learned about having a happy and healthy marriage.
LITERALLY every point will blow your mind! 🤯
1/2
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Just saw an engagement letter with a lawyer...for $1,820/hr. There aren't enough expletives in my vocabulary...
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My daughter is all set up for the children’s entrepreneur fair.
100% her creations and booth setup.
And she’s only 11.
She’s going to go far.
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🚨🚨If you own any portion of any business entity, you're going to want to read and bookmark this tweet!🚨🚨
FinCEN Beneficial Ownership Reporting is here!
Effective yesterday, the US Financial Crimes Enforcement Network's Beneficial Ownership Information Reporting System went
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With all due respect to my fellow lawyers, negotiating M&A deals with non-M&A lawyers is 100% the worst part about this job.
Please, litigator, tell me more about "what's market and included in every deal you do." 🤦♂️
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2022 Stanford GSB Search Fund Study was released this week.
A lot of really great information and analysis, including some new metrics starting to be tracked in the '22 study.
So, for here's my summary for those without the attention span to read 20 pages.
Let's dig in! 🧵
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@chrisxmunn
100% not a joke.
In fairness the firm has since said it was a presentation by other associates for new associates. That actually doesn’t surprise me. No way partners put this stuff in writing in a way that can be leaked.
But still, it very perfectly captures the ethos.
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In this highly-anticipated thread I do what no lawyer has ever done on Twitter before:
✳️De-mystify the 338(h)(10) election and the F Reorganization.
(If you make it to the end and don't understand the irony, I have nothing else for you).
Grab a mimosa and let's dig in!
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Looking at my profile I realized my last twitter intro was pre-launch of
@smblawgroup
!
Lots of changes and lots of new followers since then, so allow me to re-introduce myself.
I'm Kevin, an M&A and securities lawyer and co-founder of SMB Law Group.
A little about me: (1/x)
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@cristina_laki
Good lord. Every time I read posts like this I'm reminded (and horrified) how much I don't know about what women deal with on a daily basis.
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Lots of talk about the BRK meeting this week. Comments about AI, climate change, and reserve currency status.
But lets be honest...what we all really want to talk about is QSBS!
It's even sexier than F Reorgs!
So grab a mimosa, and lets dig in! 🧵
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We’re celebrating 19 years today. Yes we were just babies, because I’m not that old yet! 🤪
Just a reminder that some things are more important than business, and this here is one of them.
Stay grounded and focus on what matters, y’all!
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Big law firm partners that send emails like they're text messages using just the subject line should automatically discount their fees 25%.
Tell me I'm wrong.
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Remote work saves on average ~45 minutes of commuting time per day.
That's 11,700 minutes, or 195 hours, per year.
195 hours!! That's more than A WEEK of extra time with my family!
But tell me more about the benefits of being in an office. Who exactly is the beneficiary??
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Alright,
#SMBTwit
asks and it receives!
So, lets break down entities and how to smartly create and form your HoldCo entity structure.
Grab a mimosa, and let's dig in! 🧵
Anyone feel like doing a thread on setting up holdco entities and how to smartly craft the operating agreements between the holdco itself and subsidiaries?
@girdley
@HoldCoConf
@ChandlerReedSMB
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First time searchers:
This is your quarterly reminder to stop studying HoldCo structures and focus on buying a business.
You can complicate your structure later.
After you have a profitable business.
For now?
Search, search, search!
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I don’t know who needs to hear this, but…
DON’T SIGN NDA’S WITH NON-COMPETES!
Sorry for shouting.
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I put off hiring a personal coach for far too long.
So long, in fact, that when I finally reached out to the person I originally hoped to work with, he was full.
But he connected me with one of his good friends who’s building a coaching practice, Brian Gleason.
I started
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As I get ready for the weekend, I’m reminded of one of my favorite BigLaw stories.
I was working on a go private deal (a PE fund buying a public company and taking it private again).
We were running like a well oiled machine, because that’s what we did.
So I was surprised to
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Ordering checks for our firm:
Direct through bank, Harland Clarke checks, 80 for $39, plus $11 shipping
Through Costco, also Harland Clarke checks, 600 for $29, free shipping.
Pays to shop around...
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With all due respect to our clients, I have to level with you:
People closing acquisitions are not necessarily the smartest people in the room.
So who are they?
They're movers. Action takers.
You don't need to learn more to start your search. Get out there, and get some reps!
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When you set grand goals for yourself and share them with others, you’re going invite detractors.
They may even be people close to you.
I actually didn’t tell very many people I was going to climb Kilimanjaro before I left for Africa a month ago.
It was a stretch goal for
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I was recently invited to be a guest on a small podcast (I passed - too off mission).
As part of the message, they said that my appearance would be at “no cost”.
I chuckled at first but now it actually has me wondering…
Do people actually pay to make podcast appearances?
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My son just submitted his first two college applications tonight.
You can usually hear my eyes roll halfway around the world when people say "enjoy them while their young...the time passes quickly."
But it's true. I have no idea how he got so old!
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Last week we discussed why entrepreneurs like S Corps (link below), but I promised a follow up and here we are!
This week, we hit on some of the downsides of S Corps, particularly in the M&A context
So grab a mimosa and let’s dig in! 🧵
You've heard of them, you may even have one, but do you really understand what an S Corp is?
In this thread I break down exactly what "S Corp" means and why they're popular in SMB.
In a future thread I'll address their drawbacks in M&A.
For now, grab a mimosa and let's dig in!
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🚨 Q2 UPDATE!
Finalizing Q2 numbers for
@smblawgroup
but it’s looking like 25 closings for almost $150M.
A lot of that is thanks to Twi…ahem…X.
Can’t thank you all enough for the support of this hairbrained idea to build an SMB-dedicated M&A law firm on social media!
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Me when I find out seller's counsel is a divorce lawyer and also town mayor...
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What are we drinking tonight SMB Twitter? It’s an old fashioned kind of night over here.
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Nothing but mad respect for
@SMB_Attorney
@Sam_Rosati
@Laura_W_Gieseke
and the rest of the team for holding things down the past two weeks while I’ve been on the trip of a lifetime with fellow SMBTwit friends.
@ClintFiore
@UjwalVelagapudi
@chasemurdock
@MrJoshFro
and more!
No disrespect, but I don’t know how solopreneurs do it.
Missing my partners
@KHendersonCo
and
@Eli_Albrecht
bad this week.
I wouldn’t want to run
@smblawgroup
without them.
S/o
@Sam_Rosati
,
@TwoTeesSMB
,
@ParsleyETA
,
@Laura_W_Gieseke
and the rest of the team for holding it down.
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Lets talk mergers.
When discussing the structure of a small business acquisition, a lot of attention is given to asset vs. stock deals.
But did you know there may be times when a merger *might* make sense?
Grab a mimosa, and let's chat about mergers!
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Real conversation that just happened with someone:
Me: "Do you know what net working capital is?"
Them: "Is it capital in a business you give someone after networking with them?"
Who needs an accounting intern?!
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Twitter/X changed my life.
Sure, I built a law firm with my partners that has done over $1 billion in deal value in 18 months.
But mostly it’s about the friends I’ve made!
@CoFoundersNik
@KHendersonCo
@AdamMarkleySMB
@housleyd
@laxman2221
@EndresenHeather
@AdamFlamm
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An absolutely mind blowing Q3 for our fledgling little startup law firm! 🚀
Super excited to finish the year strong.
Do we break $1.0B?!
What do you think?
📢 Q3 Update! 🚀
We're thrilled to announce another record quarter, with 21 closings totaling an astonishing $573 million.
Our passion for SMB and ETA continue to drive us forward.
Thank you for your support! 🙌
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This installment of Pizza Friday is also daddy-daughter date night.
Off to see Matilda: The Musical afterward!
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Shout out to my guy
@SMB_Attorney
for being nominated to the Orlando Business Journal's 40 under 40, despite having way too much gray hair for an "under 40" (stressful partnerships will do that to a person)!
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Me just now to sell-side client:
“Congrats on closing and the healthy wire you’re about to receive. Time to buy a boat!”
Him: “It goes strait in money market account. I didn’t get to where I’m at by buying boats.”
Touché.
But congrats nonetheless!
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When your clients become your friends, you meet in person to close!
Congrats
@dmontenegrox3
and
@evelin_district
!!
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When your wife has had a rough day you make her a smoky old fashioned. Thems the rules.
What else is SMBTwit sipping tonight?
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In December 2022,
@SECGov
's Office of the Advocate for Small Business Capital Formation released its annual report to Congress.
The annual report is a treasure trove for data and analytics on capital raising for SMBs, so lets dig in and discuss some of the highlights. 🧵
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Something my friend
@chrisxmunn
said in a conversation on Friday has been sitting with me all weekend:
"Working all the time is just inefficient labor productivity. And if you can't control that, then you're not as good and not as smart as you think you are."
Brutal, but I
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@SMB_Attorney
3. Don't set unreal expectations about tech (looking at the "my kids won't have social media until they're 18" folks). Model good behavior and teach them how to use tech in a healthy way.
4. Date night with each kid. Family time is great, but so is 1-on-1 time with mom or dad.
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We met on
@honestlytara84
’s 20th birthday the first weekend back at
@byu
in the fall of 2004.
A month later I helped her with economics homework and conned her into thinking I was smart.
A month later we went on our first date to see Napolean Dynamite. Cuz I’m a classy guy.
We met on a boat in Lake Titicaca (Bolivia). ⛴️
The next day, we toured the cemeteries and witch markets 🧙🏼♀️of La Paz.
3 months later, we went on our first real "date" - 10 days in Rio (picture below).
She lived in Belgium. I lived in Colombia. 🧐
So I moved to Belgium. 🤷🏼♂️
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I'm just a name in a sea of names trying to learn from others and maybe add a little value and perspective along the way. If you're interested in corporate law, SMBs, M&A, finance, cannabis, and more, follow along.
A bit about me so you can know the face behind the tweets. 🧵
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I should have clarified this is self financed by the ortho. Not a third party finance company like Care Credit, which would probably be a deal killer for me.
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I’m not your tax lawyer.
But please for the love of everything, don’t be this TikTok bro.
Good morning ☀️
Would you like some tax fraud for breakfast?
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Had a deal recently blow up right before closing. It was tough for everyone, but it was the right decision for Buyer. Couple quick thoughts about busted deals and mitigating risk of a busted deal:
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My wife texted me an important reminder/wakeup call this this past weekend:
"this [entrepreneur] life is harder than I thought it would be."
#SMBTwit
isn't all about sharing sunshine and lollipops, so I wanted to be real here for a second. 1/x
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On a recent kickoff call with a "BigLaw" firm, I asked what time zone they were in so I could be considerate when scheduling calls.
The response?
"Eastern. But we work 24/7 so don't worry about it."
I've never been more certain of what we're building at
@smblawgroup
!
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Happy end of school year and kickoff to Memorial Day Weekend!
What’s everyone drinking to start the long weekend?
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5 transactions in the hopper to close by 12/31/22. That's just what I'm running personally.
Not even sure what
@SMB_Attorney
has in the hopper. We're so busy we don't even talk anymore. Like a dysfunctional marriage.
Calendar year 1 is rounding out nicely for
@smblawgroup
!
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Don't let the pursuit of the "perfect" HoldCo structure hold you back from transacting!
Just form an LLC and get to searching!
You can take care of everything else when you own some cash flow.
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When sellers counsel for your M&A transaction responds that he’ll get back to you tomorrow because he’s taking depositions all day… 🚩🚩🚩
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You know it’s been a wild ride when your partner texts to point out that you all missed the 2 year anniversary of launching your business full time.
It’s been a wild ride, but I can’t imagine doing it with better people than
@SMB_Attorney
and
@Sam_Rosati
!
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My partner
@SMB_Attorney
is arriving in Dallas shortly to kickoff a weekend of strategic planning for
@smblawgroup
and he deferred to me for the pizza Friday order.
How’d I do?
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I returned this week from 2 weeks in Europe with my family.
A few thoughts on vacationing as an entrepreneur:
1⃣ A lot can change in 2 weeks.
🔸One of my office mates moved out to return to the greatest state in America (I'll miss hanging with you
@ImSamThompson
)
🔸The main
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I haven't had more than 3 consecutive nights of 8 hours of sleep in months...until this weekend.
I don't know who needs to hear this, but total game changer! I feel like I own January whereas December was crushing my soul.
Take care of yourselves!
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Off to SLC for
@SMB_ash
2024! It’s taken me almost 2 years to convince my wife
@honestlytara84
to travel with me for business, so I’m super excited she’ll be joining us at Bash this year.
3 months ago she started to get more involved in some of our business interests, and the
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Trying out something new with
@SMB_Attorney
:
A mid-day break where we hit record & chat about SMB-related issues to share with the community!
Maybe folks like it and we make it a regular thing.
Maybe folks hate it and this is an experiment shorter lived than Pepsi Clear.
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My wife just got a call back about a quote request for a bathroom remodel that she made a month ago.
But we picked a different company 2 weeks ago and the remodel started yesterday.
Remember: Time kills deals!!
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Just had a decking contractor out for a bid. He asked what I do and we got to talking.
Mid-50's, $500K EBITDA, ready to retire in the next year and do more deer/turkey hunting.
Love making these connections! If you like the decking space and DFW, I know a guy...
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I go off grid for a week and come back to a new milestone!
Thanks for all the follows. Looking forward to getting back to the high quality content in the coming days! 🙏
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“WFH is amazing because I can be at my kids’ soccer games at 3:00 pm if I want to,” they all say.
Meanwhile I’m over here like “I couldn’t care less about my kids’ soccer games. I WFH so I can have freshly baked sourdough in the middle of the day.” 🤷♂️
@honestlytara84
is the
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I'm often asked by searchers preparing LOIs what they can do to protect themselves in a deal that they think may end up requiring an equity sale.
To answer that, it's important to know the two principal reasons why asset deals are generally preferred by buyers:
1⃣ All
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Everyone needs a partner like
@SMB_Attorney
.
And a best in classes team of partners and lawyers like
@Sam_Rosati
,
@Eli_Albrecht
,
@ParsleyETA
, and
@Laura_W_Gieseke
.
And incredible executive leaders like
@TwoTeesSMB
.
This was only possible because of them…and more! 🙏
Before we turn the page on this chapter and look ahead, I want to clearly highlight just how extraordinary Kevin’s (
@khendersonco
) achievement was so that everyone can fully appreciate it.
Here goes:
In July 2022, Kevin and I co-founded our law firm,
@smblawgroup
.
We started
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@peterwhite82211
Is it the definition of equal? Why is equal measured by ratio and not impact? What makes one more important than the other? One person in this scenario legitimately struggles to feed a family of 4 with these numbers. The other…creates more jobs for pilots of super yachts? Odd
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Job hunter looking for an amazing boutique corporate law firm to join, or I’m about to get an audit notice?
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Every once in a while, the weather in North Texas cooperates, the house is quiet, and it’s a perfect evening to relax by the fire.
What about you? Where are you at? And what are you drinking tonight?
PS hat tip to
@dmontenegrox3
and
@evelin_district
for the kickass new deck!
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@SMB_Attorney
5. Start teaching personal finance very young. It's hard to change a 16 yo's mind once they're exposed to consumer culture in HS.
6. Experiences/travel > things.
7. Being mentally and physically healthy for your family is 10x better than having a larger income for your family.
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@ClintFiore
No.
Use it anytime you’re doing something official, like in contracts and stuff. But it’s not necessary in logos and stuff like that.
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Twitter/X changed my life.
I convinced
@SMB_Attorney
to quit
@Kirkland_Ellis
and start a Twitter law firm with me.
See below for the results.
🤯🚀
Twitter/X changed my life
Started a law firm from this account.
Nearly $1 billion in transaction volume in our first calendar year.
Grew to 20+ employees in less than 2 years.
90% of clients are from X.
Nearly all of our lawyers are from X.
Cc:
@lindayaX
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@girdley
BigLaw Associate to himself:
“Why am I on this call? EBIT-what? I don’t even understand what they’re saying.”
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