Most first-time buyers think the danger ends once the LOI is signed but that’s when the real risk begins. In this episode of Acquisition Collective, host Jay Bourgana sits down with Harvard Law grad and M&A attorney Bill Barlow to unpack how to protect yourself before you close the deal.

From one bad clause to a poorly structured agreement, a dream acquisition can turn into a financial nightmare. Bill shares real-world lessons from 30+ active M&A deals covering the legal traps, deal structures, and negotiation tactics that separate smart buyers from sorry ones.

Whether you’re a first-time buyer, independent sponsor, or operator scaling through acquisitions, this episode is your tactical playbook for buying safely and closing strong.

We dive into:
✅ Clauses that quietly destroys deal
✅ How to avoid working capital traps
✅ Key red flags before due diligence
✅ Protecting yourself in seller-financed deals
✅ Non-compete and key employee pitfalls

If you’re serious about buying a business the right way, hit play.

00:00 Intro – The real risk begins after the LOI
02:00 When to involve an attorney (and when not to)
06:00 Biggest structural mistakes buyers make
10:00 Working capital and seller expectations
18:00 Keeping your leverage before closing
23:00 Red flags that destroys deal
30:00 Handling licenses, leases, and legal due diligence
40:00 When quality of earnings saves a deal
52:00 Common legal traps first-time buyers miss
57:00 The #1 cause of failed acquisitions

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