Why Great Business Deals Fall Apart | Paul Marino & Brian Franco

Most founders focus on the purchase price. Sophisticated founders focus on the deal structure. In this episode of The M&A Guy Podcast, ‪@thebrianfranco‬ sits down with Paul Marino, legal partner and advisor to founders, investors, and private equity firms, to discuss what really drives successful transactions. They break down the hidden factors that can make or break a deal, including earnouts, equity rollovers, due diligence, tax planning, risk management, and founder preparation. In this episode: • Why deal structure matters more than valuation • The truth about earnouts and equity rollovers • How private equity evaluates risk • Legal and financial due diligence strategies • Common mistakes founders make before selling • How preparation increases leverage and enterprise value • What buyers really look for during a transaction One of the biggest takeaways: A higher purchase price does not always mean a better deal. The details of the structure often determine how much value a founder actually receives. If you are considering a sale, capital raise, recapitalization, or future exit, this episode provides practical insights every business owner should understand. 🎧 Listen to the full episode now. 🏛️ Join the Empire Builder Community through the link in bio. Featuring: Paul Marino, Partner of Sadis & Goldberg LLP Brian Franco, Founder & CEO of Meritage Partners and author of The Inevitable Exit #PaulMarino #brianfranco #privateequity #businesssales #mergersandacquisitions #dealstructure #businessvaluation #exitstrategy #enterprisevalue #businessowner #empirebuilder #themaguypodcast ‪@thebrianfranco‬ is the Founder & CEO of Meritage Partners, author of Inevitable Exit, and the creator of Empire Builder. He helps founder-led businesses build real enterprise value and prepare for the future. On this channel, we share insights on M&A, exit strategy, business growth, leadership, and building companies that scale beyond the founder. 👍 Like the video 🔔 Subscribe and hit the notification bell so you don’t miss new episodes and insights 🎧 Listen to The M&A Guy Podcast Spotify: https://open.spotify.com/show/7duZnps... Apple Podcast: https://podcasts.apple.com/us/podcast... 👤 Follow ‪@thebrianfranco‬ LinkedIn:   / briantfranco   Facebook: https://www.facebook.com/profile.php?... Instagram:   / brian_t_franco   TikTok:   / thebrianfranco   X (Twitter): https://x.com/brian_t_franco 📖 Get the Book | Inevitable Exit https://inevitableexit.com/book-v4 🚀 Empire Builder University Learn how to build a company that creates real enterprise value, operational freedom, and long-term growth. 👉 Join Empire Builder University: https://empire-builder.com/special/ 🏢 Meritage Partners is an M&A advisory firm helping founder-led businesses navigate valuations, capital strategy, and successful exits.