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ThinkSBA is a Nationwide SBA 504 and 7a Loan Brokerage serving small business and entrepreneurs purchasing owner occupied real estate, acquiring a business or franchise or buying out a partner.

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How Small Business Acquisitions Really Work with Mellisa Bustarde | Ep. 24 | My SBA Loan Pro Podcast

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Ryan Smith, SBA loan expert, is joined by Melissa Bustarde, an M&A attorney and Managing Partner at Branthman, Mayfield, Bustarde, Ryckanthal LLP (BMBR LLP). Melissa specializes in representing both buyers and sellers in lower-middle-market transactions—deals of $10 million or less in enterprise value—and has advised numerous acquisition entrepreneurs who used SBA financing to close their transactions. In this episode, Melissa shares her remarkable career journey, detailing her path from law clerk to firm owner, and provides crucial legal guidance for entrepreneurs and small business owners. Key topics covered include:

  • Why niche M&A expertise is essential, and why hiring a non-specialized attorney is a mistake.
  • The critical importance of the Letter of Intent (LOI) and why signing it without counsel can increase costs and risks.
  • The three core areas of a purchase agreement that protect buyers: R&Ws, Indemnification, and payment structure.
  • How Melissa’s holistic experience representing both sides allows her to negotiate better deals for her clients.
  • The risk of over-complication from larger law firms and how to streamline the process.
  • The difference between Asset vs. Stock/MIPA Purchases, and how to mitigate downside risk.
  • Insights into her transition to General Counsel for clients post-acquisition, covering everything from entity formation to contract review.
  • The future of the legal industry and how AI is currently impacting drafting and litigation.

If you are buying or selling a business, this deep dive into M&A legal strategy is essential viewing!

Key Chapters:
0:00 – Introduction
0:47 – Attorney Background
1:30 – Clerk to Partner
3:00 – Recessions’ Impact
4:26 – M&A Focus
5:43 – Tailored Fees
8:31 – Legal Audit
11:29 – Geographic Limits
13:50 – Letter of Intent
16:58 – Buyer Protections
20:30 – Case Study
23:44 – R&W Importance
28:50 – Asset vs Stock
37:37 – General Counsel
42:26 – AI Impact
44:48 – AI Litigation


More ThinkSBA Resources

⁠https://calendly.com/thinksba – Schedule Call
https://g.page/thinksba – Google Business Page & Reviews
https://thinksba.com/faq – Frequently Asked Questions
https://mysbaloanpro.com⁠ – My SBA Loan Pro Podcast
http://youtube.com/@thinksba – YouTube Channel

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About Ryan Smith

Ryan Smith is Principal and Founder of ThinkSBA®, and Creator of The My SBA Loan Pro Podcast. Ryan specializes in assisting business owners and entrepreneurs with obtaining financing to purchase owner occupied real estate, acquire a business or franchise, or buy out a partner. Ryan accomplishes this by leveraging over eighteen years experience inside two of America’s top financial institutions.