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Selling a business is the most impactful financial transaction of your life. Would you trust a general practitioner to perform heart surgery? Then why trust a generalist attorney with your exit?"

In this episode of the Exit Ready podcast, Ryan Ray sits down with Kevin Henderson, a partner at SMB Law Group and one of the top deal lawyers in Texas by volume. Kevin explains why the legal nuances of a deal—from indemnification clauses to contract assignment—are exactly where millions of dollars are won or lost.

We dive into the reality of "Earnouts" (and why they are the most litigated part of M&A), how to structure non-competes that actually hold up in court, and the specific "Legal Audit" steps you need to take 12 months before you sell to increase your valuation multiple.

In this episode, we cover:

• The Specialist Advantage: Why general business lawyers often miss critical M&A details.

• The "Carfax" of Business: How to run legal due diligence on yourself before a buyer does.

• Earnouts vs. Cash: The legal risks of future payments and how to protect yourself.

• Non-Competes: Understanding reasonable scope and duration in the Lower Middle Market.

• Deal Killers: How simple contract errors (like non-assignable revenue) can torpedo a sale.

  
  

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  https://www.rgahub.com/exitready