#29 | John Willding: Founders Bring a Knife to a Gunfight

A founder selling for the first time has done one deal. The private equity buyer across the table has done hundreds. That is a knife to a gunfight.More on John Willding and this episode: thedealtablepodcast.com/episodes/john-willdingJohn Willding is a corporate and securities attorney at Stinson who forms roughly 400 business entities a year, about 375 of them limited liability companies, and works across fund formation, private placements and founder-led M&A. Decades into his career he went back to school, and is currently in Georgetown's tax law program.He walks through what founders get wrong before a sale: why the quality of earnings work has to start long before there is a buyer, how an asset sale and an equity sale produce very different tax outcomes, and how Section 1202 of the tax code lets a founder exempt certain gain entirely. He also explains the four legs of a private equity fund from the lawyer's side.The tactical advice is the part most attorneys will not say out loud: draft the purchase agreement yourself, first, because whoever holds the pen holds the leverage. Also covered, the current deal landscape, what rate expectations do to timing, the Texas Stock Exchange, and the Clarity Act on digital assets.John Willding is a corporate and securities attorney at Stinson LLP and a US Army veteran. He represents entrepreneurs through recapitalizations and founder-led M&A, forms roughly 400 entities a year, and works on fund formation and private placements.KEY MOMENTS00:00 The current M&A landscape11:40 What private equity is doing now13:47 Rates, and what they do to timing18:22 The Texas Stock Exchange21:33 The Clarity Act and digital currency45:43 The four legs of a PE fund50:40 Section 1202: exempting founder gain59:30 Knife to a gunfight01:00:57 $5,000 of borrowed cash01:10:08 How to win an M&A negotiationNewsletter: thedealtablepodcast.com/connectLane Carrick on selling a business, The Optima Advantage: amzn.to/48nLElWFollow The Deal Table: YouTube, LinkedIn, Instagram, Facebook, TikTok, XThe Deal Table is hosted by Ryan Harper and Lane Carrick, filmed in Dallas, and produced by Harper Belmont Media.Sponsored by Capital Southwest.