StarZero All shows Try the podcast clipper →

Aug 23, 2022 · 24m · startup-acquisition-stories

Startup Acquisition Stories with William Barlow - Partner at Barlow & Williams

Bill Barlow · 12m spoken Andrew Gazdecki · 9m spoken
0:00 / 0:00

gold bands on the timeline = statements, start to end. Hover to read, click to jump. CC turns on captions

MicroAcquire CEO Andrew Gazdecki interviews M&A attorney Bill Barlow to discuss legal deal structuring, the benefits of transparent flat-fee pricing, and practical guidance for startup founders navigating acquisitions.

How this conversation actually went

Every chapter scored 0–10 on four independent dynamics. Hover any point for the reasoning behind the score. Andrew holds 41.9% of the talking time here. How this is scored →

Andrew as informed peer 4.3 Guest teaching 3.2 Guest disagreement 0.2 Andrew pushing back 0.3
05100:0010:0020:000:24–4:15 · Andrew as informed peer 4/10 Bill Barlow Background and Transition into SaaS Acquisitions Gazdecki opens the conversation by establishing Barlow's credentials on MicroAcquire and referencing specific past deals like PushEngage. Barlow details his Wall Street background and explains the role of legal counsel in balancing deal terms.4:15–9:51 · Andrew as informed peer 5/10 Structuring Strategic Cross-Border and Equity Roll Transactions Gazdecki shares his personal experience paying $150k in legal fees at $1,000 an hour on a prior exit. Barlow explains his firm's fixed 0.5 percent fee structure and the perverse incentives created by hourly law firm billing.9:51–12:01 · Andrew as informed peer 5/10 Embracing Entrepreneurship and Acquiring First Customers The exchange is a friendly peer conversation about entrepreneurial beginnings. Gazdecki recounts landing Ryan Holmes of Hootsuite as MicroAcquire's first buyer and his first mobile app sale.12:01–14:24 · Andrew as informed peer 3/10 Navigating the SaaS Acquisition Workflow from LOI to Close Gazdecki sets up a hypothetical four-million-dollar deal flow scenario. Barlow provides a structured masterclass on LOIs, non-competes, pausing legal during financial due diligence, and drafting the final purchase agreement.14:25–16:34 · Andrew as informed peer 5/10 Managing Disclosure Schedules and Avoiding Over-Disclosure Gazdecki pushes back that Barlow's workflow sounded far too simple compared to his own exhausting week-long disclosure experience. Barlow illustrates common seller mistakes by recounting a founder who filed 40 pages documenting every website image.16:34–19:04 · Andrew as informed peer 4/10 Target Deal Sizes and Selecting Appropriate Legal Representation Barlow outlines his firm's target deal size ranging up to sixty million dollars with a ten-thousand-dollar minimum. Barlow and Gazdecki discuss the psychological reassurance legal counsel provides first-time founders facing daunting paperwork.0:24–4:15 · Guest teaching 3/10 Bill Barlow Background and Transition into SaaS Acquisitions Gazdecki opens the conversation by establishing Barlow's credentials on MicroAcquire and referencing specific past deals like PushEngage. Barlow details his Wall Street background and explains the role of legal counsel in balancing deal terms.4:15–9:51 · Guest teaching 2/10 Structuring Strategic Cross-Border and Equity Roll Transactions Gazdecki shares his personal experience paying $150k in legal fees at $1,000 an hour on a prior exit. Barlow explains his firm's fixed 0.5 percent fee structure and the perverse incentives created by hourly law firm billing.9:51–12:01 · Guest teaching 1/10 Embracing Entrepreneurship and Acquiring First Customers The exchange is a friendly peer conversation about entrepreneurial beginnings. Gazdecki recounts landing Ryan Holmes of Hootsuite as MicroAcquire's first buyer and his first mobile app sale.12:01–14:24 · Guest teaching 5/10 Navigating the SaaS Acquisition Workflow from LOI to Close Gazdecki sets up a hypothetical four-million-dollar deal flow scenario. Barlow provides a structured masterclass on LOIs, non-competes, pausing legal during financial due diligence, and drafting the final purchase agreement.14:25–16:34 · Guest teaching 5/10 Managing Disclosure Schedules and Avoiding Over-Disclosure Gazdecki pushes back that Barlow's workflow sounded far too simple compared to his own exhausting week-long disclosure experience. Barlow illustrates common seller mistakes by recounting a founder who filed 40 pages documenting every website image.16:34–19:04 · Guest teaching 3/10 Target Deal Sizes and Selecting Appropriate Legal Representation Barlow outlines his firm's target deal size ranging up to sixty million dollars with a ten-thousand-dollar minimum. Barlow and Gazdecki discuss the psychological reassurance legal counsel provides first-time founders facing daunting paperwork.0:24–4:15 · Guest disagreement 0/10 Bill Barlow Background and Transition into SaaS Acquisitions Gazdecki opens the conversation by establishing Barlow's credentials on MicroAcquire and referencing specific past deals like PushEngage. Barlow details his Wall Street background and explains the role of legal counsel in balancing deal terms.4:15–9:51 · Guest disagreement 0/10 Structuring Strategic Cross-Border and Equity Roll Transactions Gazdecki shares his personal experience paying $150k in legal fees at $1,000 an hour on a prior exit. Barlow explains his firm's fixed 0.5 percent fee structure and the perverse incentives created by hourly law firm billing.9:51–12:01 · Guest disagreement 0/10 Embracing Entrepreneurship and Acquiring First Customers The exchange is a friendly peer conversation about entrepreneurial beginnings. Gazdecki recounts landing Ryan Holmes of Hootsuite as MicroAcquire's first buyer and his first mobile app sale.12:01–14:24 · Guest disagreement 0/10 Navigating the SaaS Acquisition Workflow from LOI to Close Gazdecki sets up a hypothetical four-million-dollar deal flow scenario. Barlow provides a structured masterclass on LOIs, non-competes, pausing legal during financial due diligence, and drafting the final purchase agreement.14:25–16:34 · Guest disagreement 1/10 Managing Disclosure Schedules and Avoiding Over-Disclosure Gazdecki pushes back that Barlow's workflow sounded far too simple compared to his own exhausting week-long disclosure experience. Barlow illustrates common seller mistakes by recounting a founder who filed 40 pages documenting every website image.16:34–19:04 · Guest disagreement 0/10 Target Deal Sizes and Selecting Appropriate Legal Representation Barlow outlines his firm's target deal size ranging up to sixty million dollars with a ten-thousand-dollar minimum. Barlow and Gazdecki discuss the psychological reassurance legal counsel provides first-time founders facing daunting paperwork.0:24–4:15 · Andrew pushing back 0/10 Bill Barlow Background and Transition into SaaS Acquisitions Gazdecki opens the conversation by establishing Barlow's credentials on MicroAcquire and referencing specific past deals like PushEngage. Barlow details his Wall Street background and explains the role of legal counsel in balancing deal terms.4:15–9:51 · Andrew pushing back 0/10 Structuring Strategic Cross-Border and Equity Roll Transactions Gazdecki shares his personal experience paying $150k in legal fees at $1,000 an hour on a prior exit. Barlow explains his firm's fixed 0.5 percent fee structure and the perverse incentives created by hourly law firm billing.9:51–12:01 · Andrew pushing back 0/10 Embracing Entrepreneurship and Acquiring First Customers The exchange is a friendly peer conversation about entrepreneurial beginnings. Gazdecki recounts landing Ryan Holmes of Hootsuite as MicroAcquire's first buyer and his first mobile app sale.12:01–14:24 · Andrew pushing back 0/10 Navigating the SaaS Acquisition Workflow from LOI to Close Gazdecki sets up a hypothetical four-million-dollar deal flow scenario. Barlow provides a structured masterclass on LOIs, non-competes, pausing legal during financial due diligence, and drafting the final purchase agreement.14:25–16:34 · Andrew pushing back 2/10 Managing Disclosure Schedules and Avoiding Over-Disclosure Gazdecki pushes back that Barlow's workflow sounded far too simple compared to his own exhausting week-long disclosure experience. Barlow illustrates common seller mistakes by recounting a founder who filed 40 pages documenting every website image.16:34–19:04 · Andrew pushing back 0/10 Target Deal Sizes and Selecting Appropriate Legal Representation Barlow outlines his firm's target deal size ranging up to sixty million dollars with a ten-thousand-dollar minimum. Barlow and Gazdecki discuss the psychological reassurance legal counsel provides first-time founders facing daunting paperwork.

speaking balance: gold is Andrew, purple is the guest (3 minute bins)

0:00 · Andrew 38.8% · guest 61.2%0:00 · Andrew 38.8% · guest 61.2%3:00 · Andrew 24% · guest 76%3:00 · Andrew 24% · guest 76%6:00 · Andrew 56.5% · guest 43.5%6:00 · Andrew 56.5% · guest 43.5%9:00 · Andrew 51.8% · guest 48.2%9:00 · Andrew 51.8% · guest 48.2%12:00 · Andrew 35.6% · guest 64.4%12:00 · Andrew 35.6% · guest 64.4%15:00 · Andrew 17.6% · guest 82.4%15:00 · Andrew 17.6% · guest 82.4%18:00 · Andrew 50.8% · guest 49.2%18:00 · Andrew 50.8% · guest 49.2%21:00 · Andrew 63% · guest 37%21:00 · Andrew 63% · guest 37%24:00 · Andrew 0% · guest 100%24:00 · Andrew 0% · guest 100%
Sharpest disagreement ▶ 15:15 Barlow mocking redundant disclosure practices

Barlow humorously dismisses excessive disclosure habits by recounting how a founder needlessly submitted a 40-page schedule cataloging every image on his website.

 Hardest push from Andrew ▶ 14:23 Gazdecki challenging Barlow's simplified acquisition timeline

Gazdecki interrupts Barlow's smooth acquisition overview to state that in reality the process was far more grueling and complicated during his own exit.

 Biggest teaching moment ▶ 13:00 Barlow explaining tactical legal timing during diligence

Barlow breaks down why smart buyers pause legal billing during initial financial diligence to prevent massive legal fees before verifying company numbers.

 Andrew holds their own ▶ 6:15 Gazdecki outlining the real-world costs of hourly M&A counsel

Gazdecki draws directly from his personal sale experience to cite realistic $150k legal bills and $1,000 hourly fees to frame the economic dilemma for founders.
the scores for every segment, with the reasoning behind each
ChapterTopicAndrew as informed peerGuest teachingGuest disagreementAndrew pushing backWhy
Bill Barlow Background and Transition into SaaS Acquisitions 4300 Gazdecki opens the conversation by establishing Barlow's credentials on MicroAcquire and referencing specific past deals like PushEngage. Barlow details his Wall Street background and explains the role of legal counsel in balancing deal terms.
Structuring Strategic Cross-Border and Equity Roll Transactions 5200 Gazdecki shares his personal experience paying $150k in legal fees at $1,000 an hour on a prior exit. Barlow explains his firm's fixed 0.5 percent fee structure and the perverse incentives created by hourly law firm billing.
Embracing Entrepreneurship and Acquiring First Customers 5100 The exchange is a friendly peer conversation about entrepreneurial beginnings. Gazdecki recounts landing Ryan Holmes of Hootsuite as MicroAcquire's first buyer and his first mobile app sale.
Navigating the SaaS Acquisition Workflow from LOI to Close 3500 Gazdecki sets up a hypothetical four-million-dollar deal flow scenario. Barlow provides a structured masterclass on LOIs, non-competes, pausing legal during financial due diligence, and drafting the final purchase agreement.
Managing Disclosure Schedules and Avoiding Over-Disclosure 5512 Gazdecki pushes back that Barlow's workflow sounded far too simple compared to his own exhausting week-long disclosure experience. Barlow illustrates common seller mistakes by recounting a founder who filed 40 pages documenting every website image.
Target Deal Sizes and Selecting Appropriate Legal Representation 4300 Barlow outlines his firm's target deal size ranging up to sixty million dollars with a ten-thousand-dollar minimum. Barlow and Gazdecki discuss the psychological reassurance legal counsel provides first-time founders facing daunting paperwork.

Statements from this episode (9)

Assertion Not publicly verifiable
Gazdecki says the PushEngage SaaS acquisition was a seven-figure deal
“That was a good seven figure deal.”
Andrew Gazdecki Aug 23, 2022 ▶ 1:41
Assertion Not checkable as stated
Gazdecki paid $150,000 for Bizness Apps legal fees at $1,000 hourly
“The legal bill, I believe, was like a 150,000, and I remember the attorney telling me, hey, every time you email me, I have to charge you for 15 minutes of my time, and their hourly rate was a thousand an hour.”
Andrew Gazdecki Aug 23, 2022 ▶ 6:33
Disclosure
Barlow & Williams charges a 0.5% flat fee with $10,000 minimum
“So our thing is, as you mentioned, it's flat fee. So it's one half a percent of the transaction size with a minimum of 10,000 dollars.”
Bill Barlow Aug 23, 2022 ▶ 7:27
Insight
Barlow: Hourly billing turns every efficiency gain by a lawyer into lost revenue
“If all you're doing is billing hourly, every, every efficiency gain you make as a lawyer is basically just lost revenue.”
Bill Barlow Aug 23, 2022 ▶ 9:18
Assertion Partly supported
Gazdecki: Hootsuite's Ryan Holmes was MicroAcquire's first customer and investor
“For MicroRequire, it was actually Ryan Holmes, the CEO of Hootsuite, or now chairman, and I'm kind of a startup nerd, so when that came in, I was like, whoa, like, that's so cool, like, hey Ryan, I hope I don't let you down with MicroRequire. He's now an inves…”
Andrew Gazdecki Aug 23, 2022 ▶ 10:52
Insight
Barlow: Negotiate Potential Deal-Breakers Upfront in the LOI
“Basically the idea is you want to kind of front anything that are big enough that they could potentially turn the deal south if you don't agree to them kind of upfront.”
Bill Barlow Aug 23, 2022 ▶ 13:02
Insight
Barlow: Acquisitions Typically Collapse Due to Surprises in Financial Diligence
“When deals fall apart, they typically happen because something has come up in financial diligence. You know, income wasn't what you expected. Expenses were greater than what you expected, and so you typically don't want to be incurring a lot of legal fees unti…”
Bill Barlow Aug 23, 2022 ▶ 13:24
Insight
Barlow: Buyer counsel only cares about core IP like patents and code assignment
“And as buyer counsel, the truth is that, like, we only care about the intellectual property that really is, you know, really kind of necessary and compelling for the business, right? Like, we want to know your patents. We want to know your trademarks. We want …”
Bill Barlow Aug 23, 2022 ▶ 15:58
Assertion Partly supported
Gazdecki sold Bizness Apps to a $10B PE firm at age 29
“Yeah, well, I sold to a ten billion dollar private equity firm, and at the time I was 29, you know, so it just kind of felt like a David versus Goliath situation, and the firm I sold to is very professional no hard-nosed negotiations. It was a fantastic outcom…”
Andrew Gazdecki Aug 23, 2022 ▶ 20:23
Made with StarZero

Turn any episode into a week of clips.

This entire site, over 100 episodes transcribed, diarized, checked and made playable, runs on the StarZero media pipeline. Drop in your own episode and the podcast clipper finds the moments worth sharing, cuts them, captions them, and reframes them for every feed.

Try the podcast clipper Learn more