Corey Kupfer: For over 25 years, Brian Meegan has represented U. S. and multinational clients in their corporate matters primarily on business transactions such as mergers and acquisitions, business formation and structure, contract negotiation, real estate, debt and equity issuance, and shareholder and employee agreements.
His recently former firm, Immersion Law, is listed in the best law firms in America, Colorado for corporate law, and is the exclusive mergers and acquisitions and real estate firm in Colorado for IR Global Legal Network. Brian has a vast experience as an entrepreneur. In fact, he and I met through Entrepreneur's Organization, of which we're both members.
He has run other businesses in the past and the cool thing is, and the reason why is, in his bio, I said that E Virgin is his former firm is because as of a few days ago when this podcast is airing meaning effective January 1 of 2014 , Brian has merged his practice into Kupfer and Associates formally, which is now called Kupfer period.
[00:01:00] And Brian has become a partner with me, my partner in building Kupfer going forward. So I am so excited to welcome him to the firm, but also have him on the DealQuest podcast. Brian, welcome.
Brian Meegan: Thank you so much, Corey. I'm excited about it. It's a big deal. We in our careers, we make a few moves, hopefully not too many.
And this one I found it a virgin. I think back in 2014, I think it was. And so this is, we're now in 2024. So it's it's not often that we make these kind of moves and I couldn't be more excited to be a partner with you. And, and like you said it, having a kinship in the entrepreneurial bent and mindset is is really important to whoever I was going to practice with.
So thank you.
Corey Kupfer: Absolutely. And listen, folks, this is a huge opportunity for us in terms of our growth as a firm and be [00:02:00] able to handle the. The growth we have already, and then obviously, any and Brian's client base and connections. And we're going to be talking a little bit about that, but this podcast is also as all of my listeners and viewers know, we always come with content and substance.
This is not just going to be a commercial for our new partnership. It will be. It will contain substance as well. And and interesting things about Brian's experience and things you can learn about M& A and corporate work and other kinds of deals. But before we get into all that, Brian, I want to take you back to when you were a little kid growing up, maybe 18, 12 years old, what did you want to be, because my guess is an entrepreneur, an attorney might not have been it, but I don't know.
You tell me.
Brian Meegan: Yeah, no. Around that time, I was pretty sure I was going to become an aerospace engineer. I were I was heading to the Air Force Academy. But then I learned about this whole my eyes are incredibly nearsighted and in 2020, eventually got the the LASIK process. But before that was going to hold me back from being a fighter pilot which of course, Top [00:03:00] Gun and maybe, Iron Eagle and all those things like, it was just, it was all about jet planes.
Definitely not, though I grew up in a family that had a bunch of attorneys. They they were litigators and I didn't want to do that. That was not the type of law I wanted to do. Was always interested in business, which is why I did eventually go into and get my business degree at the University of Colorado focused in On accounting.
Corey Kupfer: Love it. Love it. And there was also a little stint where you played some baseball, right?
Brian Meegan: Baseball, yeah. I played for cu I actually tried out the miners with the Brewers organization up in Montana and was scouted my senior year. But I didn't end up playing. I was a pitcher, but didn't think that I was going to go very far in the minor system.
And I had a girlfriend at the time, which eventually became my wife and was trying to get a little bit better grades to make up for the early days of college. It was a good thing to help me get into law
school.
Corey Kupfer: [00:04:00] Absolutely. And, wonderful long term marriage with your wife. So
Brian Meegan: right.
Corey Kupfer: It was double benefit. And one more question, looking back can you think of a your first deal of any type maybe it was something on your own when you were younger, maybe it's something early in your career as a lawyer whatever comes to mind as an early deal.
Brian Meegan: It was a couple different things that come to mind first like you I started out doing labor and employment law and Boy, as a first or second year lawyer, I had the opportunity to go up and negotiate a a new union contract for a TV station up in Montana and flying back and forth and, sitting running point on the deal, it was heady stuff for a young lawyer.
And there were definitely some dramatic moments in that. And then when I. Did start in corporate law. I early on did an acquisition for a Canadian company. It's a software based company. They had a local Colorado based software company they were acquiring and[00:05:00] right away got into the, into the deal work and with an international bent, which I've had the opportunity to do a few times
now.
Corey Kupfer: That's great. It's interesting for us, we mentioned in the bio and you alluded to it in your comments, this conversation of being an entrepreneur and, there are only so many lawyers in EO, for example, most of the members of EO by far are not attorneys, I think are probably underrepresented as a profession.
I would guess. I don't know that to be sure. And I'm, after being in since 2018, that's my observation. And, and just generally, the lawyers some of them tend to be self employed, but, I was making distinction without entrepreneurship. So talk to me about that difference in terms of your experience of being an entrepreneurial attorney as opposed to maybe some of our other colleagues who don't have that identity and don't travel in those circles.
Brian Meegan: I think that the career path is dramatically different when you start out typically as an associate in a firm and you're given responsibility over [00:06:00] small projects that perhaps You know your primary job is to help the partner with whatever it is that partner is asking you to do, make them look good support them and research, or, collecting X and Y data from the client.
And and then over time, you might develop those relationships and you might get to take over clients. But nowhere in there do you hear about the ins and outs of being a business owner. And in fact, I've certainly had those experiences where you've got people that you can see have never, until they become a partner, they really have never even thought about themselves as being a business owner.
And when they are confronted with that stark reality, They're not super excited about it either. And, they, there is a in, in many cases, a resistance to some of the realities of business ownership. So coming from a completely [00:07:00] different place where that was actually my primary focus was I wanted to be a business owner and had the opportunity to do that as a lawyer.
A couple different times, I started a law firm with some law school classmates of mine. When I was about five years out and, hiring 1st employees and, going through lease negotiations and build outs and, all the stuff that everybody goes through when they're starting up a business.
That certainly colored and scratch some of that edge, but eventually that became then. Some of the impetus for my starting up a back office services company that that really gives, it's not a law firm at all, and when you day to day are thinking about business issues, both for your clients, but for yourself as well, there's a different mindset.
And the primacy of those thoughts. Really, I think affects your analysis when [00:08:00] you're when you are providing that advice because you're it's in the forefront of your mind. It's not something that you deal with once a month in a partner meeting. It's something you're dealing with day to day.
Corey Kupfer: Yes. Yeah. So 1 of the things that I that I often say, and I feel like it's it's certainly been a competitive advantage over the years is that, what business people do is that you can't be successful without taking risk. Now, part of the job of a lawyer is to try to identify risk, make sure the client's taking knowing risk, mitigate them the best you can.
But so many of our colleagues are over indexed on risk. And I think what happens when you go on the entrepreneurial side, you also get to, I think you better balance the opportunity Yes, risk mitigation, risk identification. It's part of the process, but that's got to be balanced against the upside opportunity and the understanding that there is no such thing as a business that's been successful without taking risk.
And I, I knew we, we've had some offline conversations, and I just as I know, we're aligned on this, but I think just having that practical business [00:09:00] experience of running your own firm, running other types of businesses as it lie. I think helps understand that balance better and and combats the law school training over indexing on risk,
Brian Meegan: I couldn't agree with you more.
I think there are many times where the lawyer will stop short and. Who doesn't want to engage in a more, I would say, personal conversation with the client because it's an area that they don't, they just want to identify it and they want to explain it. And then that's it they don't want to tell you what to do and it's not that I'm telling a client what to do.
But I can at least in a first person kind of way say, look, here's some similar situations I've been in. Okay, let me put myself in your situation. Let me look out at the world for a second. I do think that's something, that really is should be part of the lawyer's tool belt. When assisting clients and when they're, [00:10:00] when, whether it's because they don't have the personal experience.
To bring to bear, or they're too afraid to wade into those waters. I think that the client misses out on, on things there.
Corey Kupfer: I'm going to go in an interesting direction for us. And then, by the way listeners and viewers as you may know or not know, These interviews, whether it's with other guests or this one with Brian, are never pre rehearsed, they're pre planned, they're never Brian didn't get a set of questions, I didn't give him, even though he's he's my partner now, I didn't give him any indication on where this discussion is going to go.
I just feel into what I feel is next and what will serve the audience. Brian, we have just entered into a brand new partnership. We have both been in partnerships before. Some of those, have ended not because there were anything horrible. It was just evolution, right? Of different interests or things people want to do.
I know you're very close and friendly with some of your ex partners as am I. In fact Arnie Herz who handles our trademark and intellectual property work for, I've had a 30 year relationship with. He's a former law partner of [00:11:00] mine. He's still affiliated with the firm, right? But also we have personally and also Through our representation of others experienced and seen the challenges that come up in business partnerships as well.
Let's get a little meta here. Not that we're going to talk about, and we don't have the partnership experience yet to get too mad on our own situation. But let's talk about this a little bit because business partnerships are a deal. We've had people on the podcast in the past. It's actually been a little while since we had somebody talk about that.
Let's talk about what are the advantages and what are the some of the challenges of being in a business partnership?
Brian Meegan: That's a great question and certainly timely. I'll just share that the day that this was recorded to your point, I literally just finished scheduling an annual ski trip with some of my former partners.
It's those relationships remain alive and well. A partnership with business is it's about people and that's. at The fundamental level, this is about people, whether you're doing a deal is about people, a partnership is [00:12:00] about people, a dispute is about people and.
When you have two people that come into a relationship, just like you do in a marriage or in any other type of personal relationship, friendship, you have two people that have expectations and relationship. You there's clearly some sort of chemistry, there's an excitement, there's a positivity to that connection and they certainly enter into those relationships expecting that they want either complimentary things or that they both want the same thing.
So often people believe that they're on the same page. But, someone's same page when I say that we both really want to grow the firm and we want to continue its[00:13:00] it's high reputation as a firm that produces excellent results. I used a whole bunch of language in there that we both could agree with and shake our heads and go, you bet
Corey Kupfer: yeah.
Brian Meegan: What does that really mean? And, that means that I want to be the, spend thousands and thousands of dollars promoting in these big shiny events. You may say, oh no. That's not what it means. It means, so all of a sudden we realized that we wanted the same thing.
But what we mean by that doesn't mean the same thing and that's where disputes happen, whether partnership or, outside party litigation. That's where in deals. When you're doing due diligence and you're writing deal terms and you're saying, you have none of this in a representation and you go, oh no, I don't have any of that.
And then you get into conversations and you realize the person has a completely different ideas to what. You're at least the lawyer is [00:14:00] interpreting that language to be in like, Oh, I realized that you have a one view of this, but I think we have to broaden that definition so that we make sure we meet what might be someone else's perspective.
And that's here. I just made that into a commercial, but that's really I think at the base of partnerships, successful and unsuccessful, the more that they can articulate. In a written form that is something that definitely helps. Minimize the chance for that gap in understanding where we look at something on the written page and say, and it isn't just aspirational.
It's not just big goals, but it's more specific things. And that's where by cell agreements come into play. And, partnership agreements that's our job is to try to go. Suss out those places where there might be a miss where you're saying the same thing, but let's try and get that into something more specific.
Corey Kupfer: Yeah, [00:15:00] love that. Love that. And the other thing I'll say, and again, I'll share on a meta level, it's, there's the legal due diligence, the financial due diligence, and the cultural due diligence, and even this word due diligence is what lawyers call the research of the things you're going to do.
But Brian said, the key thing, which is relationship, right? Business deals, everything all about people and people are in relationship. So sure. Did Brian and I exchange our numbers and, have we talked about how the deals are going to work and how we're going to figure out the economics and how are we going to make decisions and all that kind of stuff?
Absolutely. We did. But the other thing we did is spend many hours in zoom boxes. And then also. I got on a plane and went to Denver and not only did we talk business, but I stayed at his home and I met his family and his wife and his kids and we went out to dinner and we took a hike and, and I don't want to, I just want to use that as an example.
For me, that stuff is important, right? If you're going to, be in any kind of ongoing business relationship with somebody, and I get that different relationships are different, [00:16:00] but certainly in a partnership, deal at least in some others spending that time together, getting to know each other, I, I always say, Hey, try to at least have dinner with the.
The person and their significant other, right? In a relaxed environment. And, if you're somebody who will have a drink or two, have a drink or two, let them loosen up, right? Let's try to get to the real, and that, that practically will just, time together. And especially, I believe, inappropriate situations where it could be outside of a conference room or a business context.
And we did both, right? We spent a chunk of a day in a conference room drilling down on due diligence and numbers. And then, we took a nice hike and had a wonderful dinner and, woke up the next morning, had some coffee. And, so I think both ends of that are crucial.
Going back to what Brian mentioned about relationships, that's what it's about.
Brian Meegan: Yeah, no, it's a look at if it's going to work because of relationships and it's or won't work because of the relationship. So often, and this is once again is true, whether it's partnership agreements or, acquisition [00:17:00] agreement.
The words on the page are at a certain level are only as good as the people behind the words that are being stated. what I mean by that is that, if I tell you something that I'm going to do something and I. I have no conviction. I have no, my morals aren't such that I'm, I follow through on things and I'm going to do everything I can to squirrel away and keep access to my assets away from you, whether that's because I don't have any or because I've shielded them or whatever.
I don't care what the contract says. That's a broken deal. And it's never, there's not a lawyer in the, on the globe that can write the perfect contract. That's always going to, that's going to come out with the outcomes that you want because it comes down to people. And we can't control that.
We can just minimize. We can do our best to keep it between the, the goalposts. But at the end of the day, it's going to be relationships. [00:18:00]
Corey Kupfer: So let's say that the relationship. Due diligence has been done. The other more legal and financial due diligence have been done. No red flags.
So that, the cultural, fit seems to be right. What are some of the other things that the rail deals, whether it's M and a, deals in general what are some of the other things that come into the way and get a deal done?
Brian Meegan: Yeah. I think, I'll try not to rehash what I, right where I was before.
And that comes down to people. Let me take a different tack 1st, and then I'll come back to that. But sometimes it's financing. Sometimes it's the expectation around. Whether it's that the acquirer thought that they were getting something or that the business had something. And as they dig deeper into the financials, they realized that whether the emperor has no clothes or it's.
Maybe it's the company has a great revenue stream, but it's coming from two sources [00:19:00] and those sources, the fundamentals of those sources are very unstable to clients that might go away or, have been having problems. And so now, all of a sudden, this big revenue number doesn't mean as much.
So there's that piece. There's the. The financing piece where a, an acquirer might have thought that they had access to certain capital or they could get it for a certain price in this time of high interest rates, we've all seen that makes deals tougher when you think that you're pricing in a certain interest rate for the loan, you're going to get to buy that company and that interest rates higher or the terms are such that now they're going to keep a bunch of your capital.
As part of the debt requirements that changes the deal. And now, that same deal is worth a lot less to you or, much more expensive. Yeah. Let me go back then to the human side. We all have from the finance piece, we have expectations. I'll use [00:20:00] a simple example. If I sold my house or I bought a house.
Two years ago. I have an expectation as to what that house and I did. I have an expectation of what that house is worth. But when the market slides in that interim period, and this is the same for those business owners, and they think that they have an idea as to what their business is worth, but the market is shifted.
Now you no longer, what is reality, maybe the reality is that the, frankly, when I thought it was worth this, I was willing to sell, but now I'm not, because it's not worth that anymore. And finally it's the risk piece. I see. People get afraid on both sides of the deal where either the acquirer gets spooked by something they find in diligence.
And again, this comes from that lack of established trust. Maybe they were burned before. Maybe they just [00:21:00] they don't know the person well enough and they're not willing to take the chance. But they see something they're worried about something. And on the other side, the seller is it's no big deal.
And if you're going to make a big deal of this, then we're not doing this because that's too much risk on my side. Then no, we're done.
There's a lot of that.
Corey Kupfer: Yeah, that last piece is interesting because it's one of the reasons why when we prep clients for, we go through due a pre diligence process, right?
Let's take an M and A deal where where you're representing the seller. We're representing the seller. The buyer is going to come in and do all kinds of due diligence and you want to get ahead of that, right? Any good lawyer advisor is going to do that. Get, check out, get everything ready in advance.
You know what the buyer is going to be asking for. And one of the things I always say, though, to sellers, especially on other deals, different circumstances, when they say, oh, yeah, this happened, but it's no big deal. You always say to them, listen, this is what you have to understand.
The due diligence folks on the deal, I'm not talking about the CEO or whoever it was that gave the green light on the deal, who you shook hands with, or whatever, the due diligence team they send in, whether it's the [00:22:00] lawyers, whether it's the accountants, whether it's the HR people, whether it's the procurement people, whatever it is they come in with a mentality that they have more downside if they miss something and this deal goes through than if the deal doesn't go through, right?
They personally have more downside. So they're looking for stuff. And for them, sometimes where there's smoke, they assume there's fire. So what you think is no big deal, because it's really not is smoke for them. It's the thing that Brian was talking about. Something seems not right, and it gets them nervous, right?
And the nerves is not only about what the smoke, but it's what else don't I know, right? What is, if this is there, then what else is there? So that's why it's so important to do this pre due diligence and not assume that they're going to laugh stuff off, because You want to avoid even the smoke so that they don't worry that there's fire as well.
And that's that
Brian Meegan: that brings up a really important point too. And it relates to your deal team. So do you have a deal team? That's that is that has the [00:23:00] awareness and understands the importance of building trust in the other side. Because there are decisions that we all make throughout the deal process.
All right, we've got this. Let's say that there's something out there that we know is going to be uncomfortable. And we need to, at some point this is going to come out. I, in my view, a good approach is to try to get, like you said, ahead of that and to message that early and do it in a way that is, even in your just the small communication.
Look, we understand this may be, unsettling, but let me explain. Okay. And I want to bring this to you rather than waiting for you to see it in the diligence room and find it. I want to bring it out to you now. And I'm telling you that because I want to build trust. In our back and forth here, nobody's trying to hide anything.
Nobody's trying to, pull one over on you. I want to tell you the things [00:24:00] that you want to pay attention to. And then I want to tell you why this is not something that should create undue concern. There is a level of concern. We understand that, but not undue concern. And even those small things help build trust from the other side so that they start to believe that maybe you're not going to slide something in, in the last second and, when people aren't sensitive to that enough.
When the deal team isn't sensitive to that enough, you can be the reason why that deal doesn't go through.
Corey Kupfer: Yeah. And then listen, as a as part of the deal team, as a professional, the last thing you ever want to be is the reason that deal doesn't go through. If. The deal should otherwise go through.
There's a difference between figuring out, pointing out, find something of due diligence that says, Whoa, you got to look at this. Are you sure you still want to do this? Versus being somebody who is just not good at presenting things. Heading things off at the past anticipating being flexible and creative on deal terms, all [00:25:00] that kind of stuff that great professionals deal team should do.
So yeah, that's absolutely crucial., I don't even know if there are many distinctions here and what you're seeing, but I'm going to try this because again, we're not scripted. You, your practice has been in, in Colorado and the Denver area for a while.
You you do business there. You do have clients nationally and when I say you, it's now all us, but I'm obviously, since we're at the very beginning of this partnership, I'm talking about Brian's experience. We have clients nationally and you're also in this international lawyers alliance, right?
So you see what's happening internationally. Anything you're seeing on a local level? I think the national level or international level and all the trends different. Are they very aligned? Sometimes those things are aligned. Sometimes they're very different, right?
Things could be going holding internationally, but great domestically or it's a there's a hotspot going on in Denver, or not. So anything on that's interesting on whether it's local, national, international or comparatively.
Brian Meegan: Right now I do [00:26:00] think that there are differences and they probably line up with consumer confidence indexes.
If you go regionally Denver, is, we're doing okay. And I think there is more confidence in this region, in the Rocky Mountain region. In terms of business, overall direction of profits. And we still have a labor shortage that, doesn't quit. I can speak to, from the other side as a, once again, as Business owner
there are, there's been some pain there for a really long time. And so I think that continues to buffet the expectations of parties. And I think that we're, while things are down from their highs, I think there's still a pretty solid confidence in in getting things done more nationally.
I think that the coasts have been hit pretty hard. I don't want to talk about your neighborhood, but out in California they've had some tough times there. [00:27:00] And even, the mentality of what. The downtown markets have experienced. I think that creates a lot of uncertainty as to how business gets done moving forward.
And I think that on top of the rising interest rates, there's it's a little harder. I haven't done. Recently as much in other parts of the country, but I can pull from just a year or two ago when we were doing more more things in different parts of the country internationally, there's that difference is even more pronounced.
I, there are, and really with internationally it's always interesting to me. To listen to these practitioners from Europe or from the EMEA region or South America and the timing of when they're going through things. There's a lot of times where there's they will [00:28:00] lag behind us.
We're starting to hit the skids here in the U. S. and they're still running hot. They know that it's coming. And yet, at other times they're the ones hitting it sooner. Right now, from the folks that I know in Europe I think that things are have quieted down a lot.
The my friends in Germany and in the U. K. And down in Italy in Spain they're less busy than they were. And deals are tougher. That's that's most recent. I'll be heading. Shortly to another international event at the end of February, and we'll be eager to hear how things are going out there.
We're in touch, but never as good as when you're in person across a dinner or lunch table, talking to these folks about what's going on in their practices
day to day.
Corey Kupfer: Yeah. And it's interesting because a lot of the headwinds we've seen here [00:29:00] have definitely hit and of course international is a big, there's vary issues within that, but certainly Europe and a lot of the international places have experienced increased cost of capital, higher interest rates, higher inflation.
In fact, our inflation has come down significantly comparatively, and theirs have actually, has actually stayed in a lot of the countries, has stayed higher. They have not. Brought it down like we have. Those are some strong headwinds there. But it's, but it's interesting because one of the things I often say, and I'd love to you, you've been doing this more than a couple of years like I have.
And so we've both seen a number of cycles and different economic situations. And one of the things I often say is that, when deals slow, it's usually much more just during that period, initial period of change, because you talked about somebody who buys a house two years ago, or the same thing with the business side. There's an expectation of value and now with the markets come down and the cost of capital has gone up, you have this convergence of factors and sellers are not, often not ready yet to get that number from a year or two ago out of their mind, but at some point they, they [00:30:00] adjust, right?
It just happens, some point the market gets more realistic in the gap between let's say seller expectations and buyer And buyer's willingness to pay based upon cost of capital and underwriting, their deals and values and cap rates and all that stuff, depending on what asset class you're talking about.
And then the deals start up again. Talk to me a little bit about some of the some of the ups and downs you've seen and how you've seen them affect, deal flow or types of deals or how things evolve during, these tougher times at the stronger times and back and forth.
Brian Meegan: Yeah a few years into practice was the dot bomb for me. I came out of school in 97 and dot bomb, was in my head seemed to be as significant as the Great Recession was. Only because I didn't have the context to put it in perspective. But when you see that downturn and that massive loss of, value across so many different companies that were the darlings, six months [00:31:00] before and it's so sudden it's jolting as a professional, much less, when you're the one that has the company that experiences that.
What I realized though, is., There's always that period where things quiet down and nobody wants to do anything for a minute because they're just trying to get their footing. And then there's a period where people figure out that equity is A way to reduce capital outflow or, expenditure in a deal, but still get value in, into the future.
And so you start to see deals with a lot more, a larger equity component. The big negotiation is what's the value of this equity, but that's easier to do because that's between 2 parties, typically deciding what they're going to agree is the value rather than, hey, if I, take out a million dollars.
I [00:32:00] know what the interest rate is on that, and I'm going to pay this much. How about we give you a million dollars in equity and that for us, we're going to give you a valuation that's a little more favorable because things have slid. And how's that sound? Okay. Now we got a deal on the table again.
We're not going to, maybe we don't do it all in equity, but we're going to do, a good portion of it in equity. And then we're going to give you a way to get. To take your chips off the table over a period of time, we don't want you to, pull the trigger as soon as it hits X dollar, but we'll give you a way to exit out.
And that can be a win for both parties. And that's what I see happening now, in this period where people are like, okay, I think I got my head around this. I see that interest rates are, moderating a bit, but they're still higher than I'd like. Okay. Here's a way to get this deal done.
Here's a way that we can make sure that we we can continue to move on with our lives. Hey, when people want to get out, whether it's because the business is at the [00:33:00] right angle things are going and we want to get out on top, or it's because of a personal issue or whatever, business doesn't stop because the markets are down.
We got to find a way to make that happen.
Corey Kupfer: Yeah. And I love that example of shifting the more equity and that's, it's something that, yeah, often happens. And. And now markets and and there are other adjustments that happen as well. Sometimes there's sellers are willing to do more seller financing if it's hard to get outside capital, right?
That's a shift that we see. Valuations come down. Maybe things are paid over a longer period of time, right? Deal structures change. There's the, I've said this a few times on the podcast, this is the old joke thing. But deal lawyers or deal investment bankers, anybody in the deal world and says, give me a price, I'll give you a structure, give me a structure, I'll give you a price.
Brian Meegan: I
like that.
Corey Kupfer: Yeah. It's, , if you want 10 or even a hundred times more than your company's worth yes, odds are, I'm not going to be able to pay it. But the truth is I can come up with a structure where that will work for me as a buyer. Give me a hundred years to pay and I probably could figure it out.
So there's always a and, we joke about that [00:34:00] but that's what, that's realistically is what one of the things that starts to happen in changing or down or, high interest rates or whatever it is economies is that other levers start moving and people get more creative, on the deal front and one of those is structuring right whether it's like the payments whether it's shifting risk Whether it's you know, escrowing will fund smaller down payments like there's a lot of ways more equity there's a lot of ways to share risk or minimize or restructure things that Lower prices but bigger earn out opportunities just in case the market does come back there's all of these things that happen Once people like you said you have this Period where they're getting their footing and try to figure it out.
But then there are all these levers that can happen once, once they start getting psychologically comfortable. That's really what it is, right? Because there's a lot of creative ways to figure it out.
Brian Meegan: It's back to people.
Corey Kupfer: Yeah. Yeah. It's back to people. Exactly. So Brian, before I ask you my final two questions as we come towards the end here and I'm is there anything else that that just, comes to mind that were in the deal or entrepreneurial market right now, or.
That you think [00:35:00] might be interesting to the listeners and whether it's trans or things you're saying or any other topics come to mind?
Brian Meegan: I think what I find interesting, I don't know if this is going to be responsive to your question, but what I found interesting is that during COVID, we had a massive spike in, we'll call it entrepreneurship.
The number of entities that were formed. Over COVID blew away the prior numbers which kind of reminds us that. Now for all the negative news out there, there is something to the American spirit that still is quite alive and well. And maybe necessity is the mother of all invention.
On that, but regardless of the reason, there have been a lot of new businesses formed and a lot of new dynamics that were introduced into the marketplace over covid. And I think coupling that with an increased [00:36:00] cost in capital, I think that there are probably a lot of businesses out there that are struggling to grow, but that are great businesses.
They just haven't been able, they've got all the things that they needed except for that juice of additional capital to, to really maximize their profitability. To me, that means that there is a great opportunity out there for acquisition of businesses that are underperforming right now, because they don't have good access to capital.
And if you're somebody that does either. Have access to capital or already has something that that is allowed your business to grow because you figured out the right fit or formula or marketing people or whatever it is there's great opportunity out there. And I think [00:37:00] that. With, as long as interest rates don't start spiking again I think that there's we're about to enter into a moment of massive opportunity.
And I'm excited to, to see how that goes and trying to buckle in for what that means for us as deal lawyers.
Corey Kupfer: Absolutely. Absolutely. So listen, is that, this one, I usually ask the guest the way can people find out more about them, but that is that cup for law. com. Now, please go take a look at Brian's bio and, and I alluded to it in the intro.
But I want to give a little context, Brian for many years, they did not allow brands outside of the lawyer's name in most states, or I think in all states at some point, to be used the Colorado had a, allowed that much. I don't know, seven, eight years ago.
I think you told me New York. It was just in the last couple of years. In the early days, I would not have ran to the firm after myself, but I speak to my clients. I tend to lean towards the camp of branding independently from the founder to create a separate brand. [00:38:00] And Brian and I discussed it and we said, should we change the name of the law firm now?
And, fortunately, or unfortunately, in some fortunately, in some very great ways, unfortunately, in terms of that desire. The comfort brand has, been around a long time and develop some brand equity in it. It was Brian's idea actually to move from comfort associates to comfort period.
And because it really is not comfort associates anymore, right? Brian and I have partners in this firm. Now and we do have associates beyond that. And we have this platform and ability to continue to grow between his base and my base. And we've now turned it into a cup for a period as a brand, not as a person.
And Brian's a key, partner and piece of that. And i'm excited to have him on board and I just I want to say that prior to asking my final question. Definitely check out his stuff, he's on linkedin as well, check out cup for law. com and check out brian's bio and those we have many clients and Key industry folks and referral sources a list of this podcast and if you haven't met brian yet some of you have you're definitely going to be hearing a lot more about him as we go forward in our [00:39:00] work.
Brian, so my final question on the podcast is always about my highest value in life, which is freedom. And that means everything for me from freedom around the world, from for people from oppression to why I've been an entrepreneur for decades and haven't had a boss. What does freedom mean to you and how does it impact your life and business?
Brian Meegan: Wow. Like you I I was a terrible employee. And we have a half joke in our forum. We have t shirts that say hashtag unemployable. And that's because, the value that we all place on being able to have that ability to spend time, whether it's with family needs or personal things. The path of the entrepreneur, the entrepreneurial lawyer has been incredibly important to me. It also has been important in the way in which I do law. I have not wanted to be told how to counsel clients.[00:40:00] There that doesn't mean that I haven't gotten some great training and advice over the years, but it's something that I've been able to evaluate.
And I think that. Freedom is something that I hope I can help others achieve through, being a lawyer my clients I, that is something that there's plenty to go around and just because. I'm, I don't need to steal all the freedom in that relationship dynamic. I hope to be a a freedom facilitator in many ways.
It's a big one.
Corey Kupfer: Love that freedom facilitator. That's a great. Great term. Love that so much. Ryan Meegan, my new partner.
Brian Meegan: thank you.
