From the Court to the Courtroom: Deal Clarity from a Coach Turned Lawyer

Josh Wilson: So will welcome to the podcast. Why don't you tell us a little bit about who you are? 

Willam Kellner: Okay. Uh, will Kelner, I'm the owner of Kelner Law Firm here in Lafayette, Louisiana. Uh, I'm a college basketball coach, comm lawyer. Um, I started my career. Uh, in St. Louis, it's where my wife and I, I went to law school. My wife did a medical residency there, started practice as a litigator up there.

We had kids and retreated to where grandparents were. And then, um, continued as a litigator for probably the next three, four years with minimal, uh, transactional experience. Um, went in-house, uh, in a sort of quasi-legal business role. Um. With a friend and client and then started my own firm, uh, with impeccable timing in February of 2020 right before, uh, the pandemic shut everything down.

And since starting my own firm, the aim when I did that, going out after my in-house experience was to do, uh, transactional work. And that's how my practice has really evolved and developed over the last five years. So, yeah. 

Josh Wilson: All right. So let, let's start with basketball. Sure. 'cause, you know, being a college basketball coach, that seems that's the, that's the end goal for, for a lot, or that's the only goal for a lot.

But you, you do that and you're corporate attorney and you're, you know, like you're doing a lot. So, 

Willam Kellner: uh, I quickly, you know, I started dating and became engaged to a woman who was gonna be a doctor. Right. And so I quickly realized that. Her profession was not as mobile as, right. It would need to be in the world of college basketball.

So we came to a point where she finished her medical school and it was time to pick a residency. And I was like, I need to, uh, make a decision here. And I always wanted to go to law school. Almost did it out of undergrad. Decided to pursue coaching for five years and then, uh, when we moved to St. Louis, that's when I decided to go to law school and start, start the legal journey.

So, still love basketball, still love coaching. Got a U five soccer game I'm coaching tomorrow. But, uh, you know, this has certainly been, uh, a great pivot for me and I really enjoy what I do and, and. The way my life has changed trajectory since that point. 

Josh Wilson: For sure. Were you in, in terms of basketball, did you grow up playing basketball?

Like were you good yourself? 

Willam Kellner: So, no, I mean, just not immense words. Yeah. Uh, I was not good. My dad was really good and my brother was pretty good. My dad's like six three. My brother was six five. Um, I love basketball the most and, and. My wife says a, a stretch six feet, right? Like probably six feet. Could be five 11, but we claim six feet.

And so, but I always loved it, right? So I stayed involved as a manager statistician when I was in high school and just met a guy, uh, through college who ended up in a bizarre series of circumstances getting elevated to the head coaching job here in Lafayette. He hired me as a grad assistant. I got my MBA while I was coaching.

Uh. Coached junior college basketball for two years in Texas, one year of division one in Thibodaux, Louisiana at Nichols State. And then that was when I made my move, uh, to law school. But so yeah, not at all a good basketball player. Passable, uh, but, but not good. 

Josh Wilson: Yeah. Why law school? Why did you decide to do that After going to, you know, going through all these different, you know, places and, and you know, moving into law, it seems that.

That, that must have been a, a very intentional decision. Why? 

Willam Kellner: Yeah. You know, I, I think, um, my grandfather was an accountant. Uh, my dad was a lawyer, so, you know, the notion of, of the professional services, right? Making a livelihood based on your knowledge and helping people was always something that appealed to me.

Um, like I said, it was probably, uh. What I would've done, but for basketball out of undergrad. Mm-hmm. But I'm, I'm really thankful for basketball because if nothing else, um. It gave me a different perspective when I went to law school. Right? Because for some people law school, it's a continuation of the undergraduate experience, right?

It's still kind of school partying. Um, a little more intense studying. But for me, I had done five years of coaching. I was going back as a slightly older law student. My wife was in her medical residency, so. Like I couldn't be studying all night or partying all night. I treated very much like a profession, even within law school, and that helped me, I think, tremendously.

I think just that focus. I don't think I was necessarily smarter than any of the people in my law school class, but um, sort of that focus, that treating it like a job really gave me a leg up. 

Josh Wilson: So, okay. And then graduating from law school around, what, what timeframe was that and what did you decide to land doing that?

Willam Kellner: So I was graduated in 2014. Okay. Um, and Bald Face lied to the first firm that hired me. Um, it was a great group, like a, I mean a fantastic firm with fantastic litigators. And they're like, do you think you'll stay in St. Louis for the long term? And I was like, yes. Oh yeah, absolutely. Forever. They're gonna 

Josh Wilson: bury 

Willam Kellner: me here and I Right under the arch.

Yeah. But, um. I, uh, you know, we did like it, but at the back of my head I'm always like, we're probably gonna come back to Louisiana. That's where our family is. So I ended up at a great firm called Armstrong Teasdale, big sort of regional Midwestern firm that's grown a lot since I was there with a great.

Like really, really good group of attorneys who taught me a ton in like the 10 or 11 months that I was there. I had clerked with them during law school. Um, it was a great basis like, and a great way to learn and a great firm, you know, in which to learn to practice the law. Um, but yeah, and so did that. And then, like I said, we, we came back here, uh.

I ended up at a really good firm here in Lisko and Lewis, which is like sort of one of Louisiana's premier firms, certainly in the oil and gas sector. So, 

Josh Wilson: okay, so what does a litigator do? 

Willam Kellner: Yeah, right, good point. A litigator is, uh, the people you see on tv, there's very few transactional lawyer dramas on tv.

Right. Most not the courtroom dramas are more popular. Right. But so, you know. A litigator is, you know, what? You see sort of anybody doing trial work, right? And that's a broad spectrum. The ones who obviously get the, uh, publicity and the fame are the ones who are actually in court litigating in front of a judge, in front of a jury.

Um, but litigation encompasses a lot, right? There's all sorts of, uh, aspects to it. Document, review, discovery, motion preparation, all this stuff that happens in the background. And as a young lawyer, that's certainly what you're doing, right? They're not sending you out to, to first chair a trial, right? Um, at a big firm like that, some people do it young, which is actually really great experience for those guys.

But at a larger firm like Lisko, you, you are kind of cutting your teeth on some of the backroom stuff. So that's what I did for, uh. My early years there and slowly got more and more experience and then slowly over time started really as an oil and gas litigator, um, and shifted the most of the rest of my career as a commercial litigator, which is a.

Really good. I mean, dealing from everything from contract disputes to, uh, partners disagreeing to allegations of fraud and misappropriation that, you know, so, you know, we talk about deals and that's always on the front end, right? So this is, I get to saw a lot of, gotta see a lot on the back end, right?

Either deals that didn't work or contract disputes, uh, about the actual deal documents or, um. You know, businesses that just couldn't live together, right? Mm-hmm. And, and, and so it's, it's invaluable perspective. I actually think it doesn't often happen this way, but the ability to have spent some time as a litigator, you know, several years, right?

And then also to have spent time in house in a business role, I think is invaluable perspective and experience for a, a transactional lawyer. You, the profession doesn't normally set it up that way. Right? You normally leave law school and you kind of, especially if you're a larger firm, you get slotted into a practice group.

And if you're a transactional lawyer, your experience to litigation is generally pretty minimal. Um, but I think it's really, really valuable perspective. Um, and I always pick on litigators. 'cause litigators, the litigators see a document or a contract, right? And they nitpick. Each thing. Well, why didn't they just write this?

Or why didn't they just write that? And they've got no real appreciation for how a deal develops the party's intentions doing the deal, and uh, and the context in which the deal was done. Right? Something that in litigation becomes extremely important as a. Practical matter just wasn't important when the deal was infected, right?

It was just something the parties acknowledged as a potential risk and dealt with. And sometimes the litigator sees that and they're like, oh my God, how could they have executed this contractor? Sign it. And the reality was that's just how the deal got done, right? Like so, 

Josh Wilson: so. Being on a show about deals and you know, the deal makers listening in, um, when the initial deal is consummated and when the, it's, it's on the table and ideas are flying.

Peoples are excited about things and, and the visionaries are, are getting involved and it, and it just forms overnight and, and, you know, it becomes something, it evolves into something. As a litigator, you got to see. Messy docks and you could see holes or gaps into something to protect your client or to serve your client well, what are things that US deal makers can do now?

Transactional attorney, what are some things that we could do on the front end to maybe make sure that we don't get that litigation knocking on our door later on? 

Willam Kellner: Boy, it's great question. That was like, hire an attorney. Hire you. Right. Well, I mean, and it's also, um. It's a little bit of a tricky question 'cause in some way it's like, how do you prevent the unintended consequence?

Right, right. The reason is it's unintended. So you, you never thought about it or you didn't intend it in the first place. But I mean, I think one, hiring an attorney is right. Um, you know, also the right attorney with experience, um, and someone who is able to, um. Identify risks, but also, um, help you quantify them and then be respectful of how the business responds to the attorney's presentation of the risk.

Right. So the way we're taught in law school, the exams we're given, you're given a fact pattern. You identify the various legal issues, and that's kind of how we think. Sometimes as lawyers, we identify 'em and respond to the legal issues, right? And so. Sometimes it's hard for a lawyer to hear a business person say, okay, that's a risk.

I get it. We're gonna move forward. Um, so, but I think, you know, I think aside from that is on the deal side and it, you know, as you say, the visionaries, some of these guys, what makes them great is their tunnel vision, right? And it's, we have to charge forward. I'm putting my blinders on and we're gonna close a deal.

Um, and that's what makes them great. They're willing to push their obstacles and get a deal done. So I think if, if you're a business and you have a deal team, right? And, and I think if someone on that team, you know, whether you call it red team, blue teaming it, whether you have somebody aside from just the hard charging person to try to help identify risks and quantify them and you know, put them into the business teams, um.

Analysis process. Mm-hmm. I think that's helpful. You know, for me as a lawyer, it's kind of interesting. It depends on my client, right? In so far as how I play into the process. Um, there's some clients who are my clients in sort of a lot of facets, and I'm involved very early. The potential identification of a deal, and I have a much greater appreciation of how the deal fits into my client's business, 

Josh Wilson: right?

Willam Kellner: Sometimes people call me and they've already got a draft of a purchase agreement, and it's really more sort of a third party transactional service. They're asking me to do things, so at some level, for a lawyer to accurately help you prevent future litigation. It is helpful for that lawyer to know, one, how you operate as a business, and two, kind of your nature and your personality to help you say like, Hey, this is a pitfall that may not look like a pitfall on paper, but I know the way your business operates, or I know how you operate and this is, this is gonna be an issue.

Right. And so stuff, I think that's, having an attorney who knows you and know how you operate is, is helpful. 

Josh Wilson: Yeah. So from commercial litigator to in-house. Mm-hmm. With a, with a group. And maybe you can share, you know, the, the progression from law firm, right. Big people, there's, you know, partners and associates and different parking spots that you Right.

That you mentioned to in-house Sure. To your own house. Right. Talk to us about the different roles, responsibilities and, and the mindset that had to evolve for you. 

Willam Kellner: Right? Sure. So, I mean, when you're at a big firm, um. You, you're, it is, it's different in a way. 'cause your client or your customer is essentially your senior partners, right?

You're delivering work to them. They want, they're delivering work to the customer or the client. If you make your partner look good by delivering good work product that makes the client happy, makes the partner happy. And that's how it goes. And obviously as you get older in a big firm, you get more client interaction and that changes, right?

But it's, it's, you're a cog in the wheel, right? Mm-hmm. And you're. You execute the tasks that are given to you by your, your partner or your colleagues? Um, in-house, you know, we were in a sort of, what I would define as kind of a quasi-private equity ish, quasi family office type, um, uh, operation. It is as an attorney helping to further the mission of that right entity, um, helping to.

Always analyzing legal issues, transactions, or otherwise, in the context of the business and the goals of the business. Um, and then out on your own. It's sort of a fundamental thing is now I am at some level my own business owner mm-hmm. At also still delivering legal services. But I, I think what I, what I really try to do now is.

Bring those two sets of experiences that I have and, uh, I mean, to be frank, the way I differentiate myself in the marketplace is I am a small firm. I am on my own. A lot of people get scared by big hiring big firms to do deal work because. They've got six, you know, 60 attorneys all of a sudden it seems like on the file.

And it, and it's scary. And that's certainly an advantage to big deals, having a, a breadth of experience. And so what I try to do as a small shop, looking after myself, looking after my own clients is, is just be nimble, be flexible, be practical in the solutions that I offer, um, and try to be a deal maker.

You know, in so far as. The deal is the client's show it's their baby. I'm lucky to be sort of a supporting actor in it, right? And not make it about me, make it about helping them either close a deal or, you know, collectively realizing, Hey, this is a deal. We, we shouldn't close for a variety of reasons.

Josh Wilson: Yeah. Sometimes the best deals are the deals we don't close, right. The deals we don't do are typically the best deals for, for deal makers like me sometimes, um, when looking at from the. The service to the customer. So the customer's getting into a, a deal and you look at the deal and you go, in my mind, I wouldn't do that deal because of fill in the blank, whatever, but for their mind and for their charter, maybe their family office, private equity group for their charter, it makes sense.

How do you separate that from, Hey, this isn't a deal that I would do personally, but this fits your charter and it makes sense for you. How do you, how do you take that objective approach? 

Willam Kellner: Yeah, so I. I, I, my personality Yeah. Is generally to be very differential to the, what I would call the business points of a deal to my client.

Right. Um, I sometimes I don't, I, I think lawyers overstep and opine on business terms. Um. When maybe they're not asked to do that. Um, now if I get a sense that a client is just totally not thinking about something or has missed something, think you have a duty to speak up, right? But I try to always say, Hey.

And I kind of tell clients that like, look, I'm not looking at this from the business standpoint. I trust that you've got CPAs, brokers, a financial team, a diligence team that's analyzed the business points. I don't feel that's my role. And so, and look, oftentimes my clients are people who've made a lot of money doing deals that I wouldn't do.

'cause we have different risk profiles and risk tolerances. Right? Right. That's why I'm a lawyer and they're deal makers, right? And so I always try to keep that in mind. If. I think there's something in a legal structure, right? That it exposes them to a lot of risk. Then I think it's my duty to really say, Hey, let's think about this, right?

Let's think about this. This is what it is. Um, we are taking a ton of seller financing here, right? And there's a lot of risk here for X, Y, or Z, or we're not gonna. Even if you know, for whatever reason, right? Um, we don't have good collateral here. We're, we're seller financing a deal. Um, if you're on the seller side and we don't have a lot of good collaterals or so any types of those issues, which I say border on the legal structure of a deal, I think it's the duty to speak up.

But again, at the end of the day, we're in the customer service business and our job is to identify and highlight the risk. But if I have a client tell me, I get it. But I'm doing it like that's, I, I'm deferential to that decision. Once I know I've informed them. Right. That's my duty as a lawyer, I inform them so that they can make a decision.

Josh Wilson: Yeah. 

Willam Kellner: And sometimes that's a tricky thing, right? Because sometimes as a lawyer, like they're not getting this. I haven't informed them well enough. Right, right. But the reality is they know they just want to take the risk. Right. And so, and that can be a friction point occasionally. 'cause as a lawyer, like, why aren't they seeing this my way?

I must have not explained it well enough. And sometimes they're just like, no, I get it. I just don't care. I'm gonna do this. 

Josh Wilson: So Right. So do you play in your head that that conversation is how, how. How much explanation do I need to go on this and where's that line to go? You know what, they're, they're professionals.

They're, you know, they're doing well in deals. Here's, here's where I go. I gotta trust their ability as deal maker. 'cause for me, I'm, you know, I'd feel so bad if, if I'm, I'm not an attorney, but I'd, you know, I'd give 'em all the risk and I'd be like, I'd stay up at night thinking about their deal and I'd be like, well, here's another risk, here's another risk.

And I could almost talk them out of a deal, which could have been Bitcoin back in 2012. Right. Which I, I talked myself out of which. It's not a good idea. So like, yeah. How do you know where that line is? 

Willam Kellner: It's tricky. Um, it's tricky and it's, I would go back to the client relationship, underlying client relationship.

The more I know the client, the easier it is for me to determine. Where that line is. Mm-hmm. You know, because I have a better sense of the, the competencies of that person. Yeah. It's harder when you step in as just an attorney. I think it's even harder when you step into a deal just as an attorney and maybe the client also has a really strong accounting team, maybe an internal C-suite that's got good finance team.

Maybe there's a really active broker involved. And sometimes you assume as the lawyer that. These other areas are covering it. Right? Right. You know, somebody's already had that conversation, oh, I don't wanna step on this guy's toes and handhold the client through this process because that's why he's paying X, Y, or Z.

And so, uh. I do feel that sometimes. So my, you know, my instinct in those situations is always to overexplain, right? Just so I know it's out there, but it, it is, there's a sensitivity there because if you come in and you're just brought into a deal and you're like, well, we should talk about this, and they're, somebody can get ruffled feathers, rough, we already talked about this.

That's not what we need you to do. Right? But, uh mm-hmm. So it is, it's a balance of discharging your duty to inform your client. Have 'em know that they're able to make objective decisions 'cause they've got all the information while also being sensitive to your role in the process. So 

Josh Wilson: for sure. All right, so your wife's in residency and you're going to law school.

Are you studying up on, you know, resources like the show suits or F Good Men or Lincoln Lawyer or what was the other one that I wrote down? I,

Willam Kellner: that's the only ones that I could come up with in my head. I have, uh, the absolute, um, maybe the story about my early marriage. I'm thankful it didn't end. It was, I'm starting to go to law school and I recall in the back of my head right, that my, uh, my parents watched Matlock like all the time when I was a kid.

And I was like, man, like I would like to watch an episode of Madlock just to see what it was about, why they were always watching it. It's a lawyer show, and so it's not on tv, so I like. Belatedly. Like, I just sort of like, I, I just reflexively set it to record. Right. I'm like, record madlock. And also at the time we had Netflix or something.

Mm-hmm. This is when like Netflix, early Netflix, like it was just starting to stream and you could also order stuff in the mail, DVDs. Right. So I checked to see if I can see an episode of Madlock. It's not streaming. I thought I'd streamed it. I clicked it. I didn't get it. And so, uh, I, I don't even think about it.

My wife's working some hellacious 24, 30 hour shift and I've been in the back of our condo at the time. She just gets off the shift. She wants to watch like just some trash TV that she's recorded and then go to bed for like the next 12 hours. Right. And I hear her yell like a string of profanities at me from the back and I'm like, what is going on?

And so I walk up to the front of the house, she's like, what did you do? I'm like, what are you talking about? She's like, our DVR is wall-to-wall Matlock. So like, I didn't realize, but Matlock comes on like 12 different channels a day. 'cause that's all people watch. Nice. Older people watch at home. So I've recorded like 50 episodes of Matlock.

Uh, I go to the, our mailbox outside. I'm like, Hey, it's no big deal. Interstellar came in on Netflix, the DVD, let's watch that. She's like, great. And I opened it up and it was season one of Matlock on dvd. Oh. Somehow I had put that to the top of our queue while jumbling with Netflix. So, uh, I love all those.

I like all the lawyer shows. Right. My favorite, one of my favorite movies is my cousin Vinny. Oh, so good. Yeah, it's the best. Forgot about 

Josh Wilson: that one. 

Willam Kellner: Imminently re watchable, right? Yeah. Like that is, uh, Utes. Yeah, the Utes. Exactly, exactly. I can watch it no matter where it's at, where it starts. Um, my, we still use my friends and I and my kids.

I will just drop quotes from it all the time and they'll not know what I'm talking about sometimes, but Yeah. Um, but like I said, there's not, like, there's some good deal ish. Movies that have come out. Yeah, I mean a lot of it's based on trading and that type of stuff, but I don't know if there's a great transactional drama of a movie.

You'd have to think about it. But, um, 

Josh Wilson: but 

Willam Kellner: yeah.

Josh Wilson: Well, there's a good scene, I think it is in my cousin Vinny, where he's about to get in a bar, fight. Big dude, stand in front of him, and he goes, how about I kick you? You know? And he says it in his accent, but he goes, before I do that, if I do, you know, kick your butt.

He goes. Will I get my money? Then he goes, yeah. And he goes, show me the money, right? Like, show me the money, right? And he goes, well, I could get it. I don't have it. He goes, so you don't have it. Right? So like that's a good, you know, that's a good deal side where it's like, absolutely, you know, okay, you submitted an LOI to buy this business, right?

Or you done that? Do you have proof of funds? Can you do this? Right? Yeah. So talk to us about, in, in the process of, you work with Jude and the team here and Sure. You've, and you've worked on some very complex deals. Yes. So, talk to us about that, that kind of process of, of protecting the seller from maybe that kind of situation where it's like, show me the money, show me that you have the ability to execute, or, you know, prove to us that you are a good buyer.

Talk to us about that. 

Willam Kellner: Right. S that's, and it, boy, that is like, it's really s tricky because a lot of times when you have a seller, right, and they've made the decision to sell and they get an offer, right. An indication of interest, a letter of intent, a, an email. And it is, it's like a kid with their gift on Christmas sometimes.

Right? Right. And like you don't have the courage to tell them like, Hey, there just may be. A piece of crap inside this box, right? Like, yeah. And so, um, but again, that's your, your duty, right? As a lawyer, as advisor is like, Hey, this is great. We have it, but you can't, um, you can't tether all your hopes to this thing, right?

You have to keep, you know, you have to keep as a broker, right? You have to keep the process as competitive as you can for as long as you can until you ultimately decide to get married. I see A lot of times clients just get an offer and they just are like, oh. Great. And you know, you've been through it.

People who have done deals a lot go through it. You can start to get indications pretty easily, um, that a buyer's not for real, right? Mm-hmm. Are they, are they not getting counsel involved? Right? Because they're not trying to incur any legal costs, are they? Are they asking for long exclusivity periods without putting any.

You know, deposit down or, or, or just these things that don't give you the warm and fuzzies, are they just generally slow or unprofessional to respond or just don't have their shit together, for lack of a better word, right? Mm-hmm. And so, and um, again, that's it all goes back to the client relationship.

How comfortable am I with this client? How much does my client trust me to tell him, like, this isn't for real? Like, you can keep paying me as a lawyer to like work with these people, but at the end of the day, you're not gonna close a deal, right? Mm. Or what happens more frequently is the deal that we get to the table with is going to be dramatically different than the deal in the LOI because the potential buyer doesn't have the funds, or they're gonna ask you to sell finance something or Right.

They're gonna have some wonky structure that they have to do to get the funding to close the deal. And it happens frequently. And so again, on the client relationship side. Is this a client I know, is this a client who trusts me? Is this a client who I can be honest enough with to say, and let's not do this?

And it's the same thing on the broker side, right? Um,

and brokers obviously benefit from them and there's great competition in the process. And so just not having early deal fatigue where we've got an offer, let's do this. Being able to say this isn't the one is a, is. It's a art form, I think. A little bit for both lawyers and brokers, 

Josh Wilson: for sure. All right, so when it comes to the, the seller, man, this is such a, a great part of the, the story.

The seller gets this email, unsolicited email, we wanna buy your business, right? Dear first name, and they might've even, you know. Had some type of ai, send out a bunch of emails, we wanna buy your business. We're making cash offers, or maybe not even cash offers. We're making offers. We're gonna ask you to sell our finances later on.

So the this comes in and the seller gets this first glimpse of, oh man, I might be able to sell my business. Talk to us about what that seller should do at that moment, should they respond. Should they start cashing their checks, go buy a boat. Like what, what should they do when they get that first email or solicitation?

Willam Kellner: So, certainly not the latter. Right? Um, 

Josh Wilson: you should buy the boat though. Yeah. 

Willam Kellner: Look, ideally, um, if you're thinking about selling, it's great to get, someone doesn't have to be a lawyer or it can certainly be a broker. It, it's great to start previewing that process. Ideally a year out, right? Because. What I always find is there is just all businesses, particularly those that have been operating for a while, like there's just clutter or junk that causes friction in the deal process, and it's stuff that is probably not.

Particularly difficult to fix or clean up, but it becomes difficult when your buyer is like using it as leverage against you in the negotiation, right? Like I always say like, don't like give anyone a chance in the diligence room or the data room to look at something and be like, oh, that's weird or that's odd.

Like, don't have any self-inflicted wounds. Don't shoot yourself in the foot. And I've had it in deals with, you know, uh, you know. My, some clients have businesses that are heavily based on contracts, right? And, and for no good reason, right? These contracts, it was just their form contract and they didn't have assignability language, right?

Oh, yeah. So, so now you're worried your buyer's like, am I gonna have to get every other counterpart's consent to assign these contracts when that probably would've been. Not even a point that would've been fought over by the counterparties at some point. It could have been gotten early on, and now all of a sudden, like the main asset of the business, um, is infected because you're not sure if you'll be able to assign these things.

Right. Um, on the accounting side too is they're just old junk and QuickBooks that you need to clean up, right? Mm-hmm. Uh, so. I think, you know, on the sell side, that's what I would always tell people, right, is if you think you're, if you, if it's defeating a, the notion in the back of your head, start thinking about how you look in a data room, right?

Objectively, you can explain it all away in your head, but remember, and you might be able to explain it to the buyer sitting across the table, but the buyer's gonna have a team of lawyers, of accountants, and they're gonna start, like we say, identifying risk, identifying issues. And even if you can overcome those issues.

You may have to give something else up at the negotiation table, negotiating table to pacify them on all these other things. So I think, you know, first and foremost, uh, CL paving the way for a smooth transaction process is, is if you have that foresight, it's really, really good and really helpful. And I think we'll only increase the value of your business.

Clearly, if you get an email that someone wants to buy, don't go buy a boat, right? Like, because part of this is like. Is buyer diligence, right, that the seller needs to do. You're not necessarily, unless there's a lot of seller financing, you're not going to look at, um, a lot of the buyer's financials if you're not seller financing the deal.

But for lack of a better term, you should have a good BS detector, right? Or somebody on your team needs to have a good BS detector and like. And there's parts in the process where a buyer has to start incurring cost, right? Whether it's legal, whether it's diligence, where, whether it's accounting and, and if you're talking with somebody who's clearly stiff arming that stuff, it's a first indicator for me that these guys aren't for real, right?

If they're not willing to sort of spend sort of a modicum of money on deal costs just to start doing their diligence, then it's not really a real transaction for them, 

Josh Wilson: right? Man. That's good. So when it comes to, you mentioned using, you know, maybe a broker to represent you on the sell side, advisory side.

Right. So, you know, talk to us about, you know, here at, you know, fa mergers with, with Scott and Jude and Chase. Right. Talk to us about like what a, you know, your, a relationship between, you know, a transactional attorney and a, and a team like them, and maybe an experience about like, working with, uh, an experienced group like them.

Right. Versus maybe. Not so good experience group. 

Willam Kellner: Yeah, I mean, the thing, you know, not to disparage the profession 'cause there's good ones, right? Like Jude and Scott and their team, and uh, sometimes you know, the, it's a pretty low level to entry sometimes in the people that call themselves brokers, right?

Mm-hmm. You can get in, there's national outfits that you can associate with and broker through those brokerage firms. There's people who do. More what Scott and, uh, Jude and the team here at FA are doing. Um, I think a good sell side broker right, is someone who has gotten to the client early enough to do some of the work that I described earlier, help paved the way someone who is, knows their part in the process, which is to, you know, first and foremost, cultivate the business for sale, help.

Get it ready. Secondly, obviously create a very competitive process where there's people looking to buy and ideally multiple buyers with serious offers, and then, um, helping to facilitate the process, right? 'cause for a seller, the trick is trying to sell the business, um, takes you away from the business, right?

And it is just. You see people drown, trying to keep the business going and also trying to sell it. And oftentimes those people are not trying to let their employees or people know that the business is for sale. Right. And it can be a daunting process, um, for sellers, particularly sellers like where we're at in the universe, where it's a lot of people who've done fantastically well, but their business really is a handful of people who run it.

And so good brokers like. These guys can alleviate a lot of that. They, they take a lot of that workload away from the principle of the seller. Let them focus on running the business and the brokers can actually help do the work of the seller in the process. And I think that's where the brokers do really, really well.

Helping to assemble data, helping to get data out. Um. Whenever possible, really coordinating with the, the seller to get the stuff from the, you know, the sources, whether it's, you know, the internal QuickBooks or contract files and packaging and all that nicely and neatly for buyers. So, yeah, I think that's where brokers really shine.

Um, in addition to, obviously everybody wants a broker who gets a lot of great offers and a lot of, you know, attractive buyers. But helping to manage the process, um, is, is I think the key. And then as far as working with us, I think, you know. Knowing what the lawyer's supposed to do, helping to keep the lawyer on task, right.

Um, helping the un the client to understand the lawyer and the lawyer to understand the client. I think, you know, the dynamic is different in every deal. Sometimes there's a broker, a CPA, and a lawyer, and sometimes. The lead dog among those people is the CPA. And I'm not saying that's good, bad or indifferent.

It sometimes it just depends on who has the best relationship with the client and who can be. Mm-hmm. The client whisper and who understands best what the client wants. Sometimes it's the broker, sometimes it's the lawyer, sometimes it's the CPA. And just knowing where everyone fits in and keeping everybody in their lanes working together, driving the transaction to a close is, is I think the best thing a broker can do.

Josh Wilson: Hmm. One of the things that Jude here at the team likes talking about is, you know, complex deals, arbitrage and, and bolt-ons and, and divestitures. I mean, some of the, the complex deals. Talk to us about a complex deal. Maybe educate us on, in the world of mergers and acquisitions, what we do here. You know, maybe talk to us about maybe a, a, a complex deal that you find interesting and maybe some things to look out in terms of, hey, there's.

Good opportunity here, or maybe there's some risk here that, you know, it'd be interesting to talk about. 

Willam Kellner: Yeah. Boy, in terms of complexity, complexity can arise sort of, um, in a lot of different forms or fashions. Mm-hmm. Um, the ones that are, that I've seen be particularly complex, um. Or ones where you have a business, right?

Globally, we think of it as a business. And that business may have several entities that make it up, right? And you have, um, you have, I wouldn't say misalignment, but you have different motives of people. For instance, you know, you may have a business and, and, and, you know, in the widget shop, uh, two or three of the widget.

Employees have equity and over in, you know, the, the gadget shop, different employees. And, and so what I've found, and this isn't a deal I did with, uh, these guys, but it's come up is that's a really interesting problem to solve, is now you've got these guys. Who have equity in these different entities. You have a buyer who is buying the thing globally, and now we have to allocate the purchase price as between these various businesses.

Right? Oh man. And so, um, who's managing that process? Because oftentimes, like these employees are looking to. The business owners to make it right. These employees also don't want to hire a lawyer. 'cause in some cases they're, you know, they might be blue collar or they might just not wanna incur that expense.

Um, and so, uh, that is an issue that's come up and it's very difficult to manage, manage. And, and it goes back to what we were saying before, clearing the pathway for a deal. That's something where if you're structured like that. You think there's a sale on the horizon, you really have to get your arms wrapped around that, right?

Because the last thing you want to do is unintentionally give a whole bunch of bargaining power to an employee that you were trying to do the right thing by and give him some equity. Right? Right. And have him be a, you know, a fly in the ointment at the, at the end of the process. So you have to think about that.

I've also seen people who just have really bad, um. Supply contracts, for lack of a better word, where they're sourcing products from a related entity with people. And, uh, the buyer doesn't want that entity, right? So it's, it creates all sorts of hard feelings as you can imagine, right? Hold on. You guys are in an entity, you're about to make money on a sale and, and, and I'm gonna get left behind.

Um, so in terms of complexity. Again, if you're on the sell side, uh, I think getting on the, in front of it, right. Trying to address it internally because you know, the most difficult time to address an issue is when it's an issue. Right? For sure. So, um, and on the buy side, uh, when complexity arises in a deal, you know, you have to be very thoughtful, right?

Um. Does this mean we have to haircut the price? Does this mean we have to structure it in a different way? Um, is the thing we're buying as a bolt on or, or something like that? Like, is it really gonna work when we add it in, right? Mm-hmm. So, I mean, do the cultures mesh? Um, and that's another thing which you know, is kind of outside the lawyer's role, but.

I see that instantly go wrong. A lot of times this is, you know, we do A, B, and C. This is D, this is natural, right? So we should add this on. But the company that you buy that does D, it doesn't fit. It does things differently. And uh, I've seen people lose a lot of money in that process because it should have worked on paper.

It should have worked in concept, it should have worked, but in execution it didn't work because there wasn't good alignment between the values of. A, B and C company. And D So 

Josh Wilson: what do the, uh, what do your basketball players call you? Do you have a nickname or, uh, 

Willam Kellner: man, some mockingly because my last name was Kelner called me Coach K.

Yeah. And I think they did that probably 'cause I wasn't a very good coach. Yeah. So they mocked me as if I was Coach Zeki. Yeah. Um, man, at the time when I was coaching, I think I was, I was division one basketball coach probably at 25 years old. I was one of the youngest. Coaches in the country and a lot of 'em just called me Will, right.

Just called me my first name, which was actually, you know, I think we talked before we came on air about, you know, the lessons you learn in coaching and how they fit. And so one of my big challenges, right, was I'm a 25-year-old kid. Some of these guys are like 22 years old, so I'm three years older than them.

Mm-hmm. And they are physically more imposing than me. And how do you get them to respect you as a coach? Right. And so. I coached with a guy who's head coach now, division one, head coach, and who was a great player, imposing person. And what I learned quickly is, uh, I had to coach different than him. Right? I couldn't, I couldn't get respect from players the same way he could, right?

Because he had played successful, gone through it. Um, and so what I did was I had to. Earn those guys respect from a different way. I had to know, you know, they had to know if they needed me, I was gonna be there for them, right? Mm-hmm. And that once they learned they could trust me off the court and that I was gonna be there for 'em, help 'em work through situations, then they could let, they let me get on 'em a little more on the floor because they had some respect for me.

And I think that. It translates for me into the legal work, and I'll be the first to admit, like if you were gonna line up, you know, these room of talented, smart transactional attorneys, I, I would gladly admit that I'm not the best technician in terms of drafting documents or, or, or doing things. Where I think I excel is managing people and communication and clients and letting people know they can trust me.

And I think this maybe isn't said enough among. Um, lawyers on the transactional side, but knowing you can trust the other side's attorney is really beneficial to everyone's clients in the transaction process. And so I try to be as much as possible, an open book. Um, I try to, when I have a deal. Call the other side's, counsel, talk on the phone.

So much now is just done through emails and you can get to the end of a deal and you've never talked to the other attorney, right? Mm-hmm. And so try to build some trust, try to build some rapport. And so I, you know, I try to. Hopefully have soft skills that help me, uh, and set me apart from other attorneys, but I want the other side to know that they can trust me, right?

Because it's a deal, process. Everybody's hairs are up and their spidey senses are tingling there. Everyone's thinking, how is this person trying to screw me? How are they trying to get seven for six? Or, you know, get a little more than I'm at, right? And, and the horse trade. And I think if you can be someone who one has integrity and is trustworthy.

Projects that to the other side, and the other side believes that and takes it to heart. It makes the transaction really, really smooth and at the end of the day helps you serve your client better. 

Josh Wilson: Yeah. Will, where could people go to learn more about you and connect with you, 

Willam Kellner: man. So, uh, I'm not super savvy on social media, but Kelner law firm, uh, dot com is our website.

It's got all of our emails and addresses. There's probably an old, uh. Ancient picture of me on LinkedIn somewhere. But, uh, the good thing is I lost my hair early so I look the same. Um, so I'm not gonna look drastically different. But yeah, you can find us there. We're here in Lafayette, Louisiana. We do deals.

Um. Primarily in Louisiana, but you know, we have clients who buy and acquire stuff all over the country. So, uh, it's a, it's a good little practice for where we're at. 

Josh Wilson: Cool, well, fellow deal makers listening in, as always, reach out to the guests, say thanks for being on the show. Their contact information will be in the show notes.

And if you have a deal that you'd like to talk about here on the show, just hit the contact button at the top of the page and uh, send us a note and maybe we'll talk about your deal on the next show. Till then, we'll talk to you. Cheers.