LIVE - Buying a Business? What You NEED to Know First with Chris Papin
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In this live episode of 'Small Business and Dealmaking,' host David C. Barnett welcomes Chris Papin, a dual-licensed CPA and attorney from Oklahoma, to discuss the critical steps and common pitfalls when buying a business. Chris emphasizes that buying a business is not like purchasing a car—significant upfront investment in due diligence is essential to uncover hidden risks. He highlights how many buyers underestimate the complexity of legal, tax, and operational due diligence, often relying on verbal assurances instead of documented evidence. A major blind spot is misclassifying workers as independent contractors when state law requires supervision, which can lead to massive liability. Chris also stresses the importance of working with local counsel, as state laws vary significantly, and warns that closing a business doesn’t end financial obligations—wind-up costs like leases, severance, and regulatory compliance can persist for years. He shares real-world stories of buyers who walked away from deals after due diligence revealed unsustainable owner involvement or unmanageable risks, reinforcing that the buyer must be the quarterback of the process. The episode concludes with practical advice: allocate 30–90 days for due diligence, vet experts in advance, and never ignore gut feelings about people or deals. Key takeaways include: 1) Treat due diligence as a mandatory, not optional, step; 2) Never rely on verbal answers—demand documentation; 3) Understand that closing a business doesn’t end liabilities—wind-up costs can be substantial; 4) Use your due diligence to quantify risks and negotiate risk-sharing mechanisms like seller notes; 5) If you don’t have industry experience, partner with someone who does, but don’t expect your advisor to be your industry expert; 6) Avoid aggressive negotiation tactics that damage relationships, especially if you need transition support; 7) Trust your gut—unease about a person or deal is a red flag; 8) Build your team (legal, accounting, industry experts) before making an offer, not during due diligence.
Due diligence is not optional—it’s a mandatory, upfront investment to uncover hidden risks before buying a business.
Verbal answers are unreliable; always demand documentation to verify claims, especially around worker classification and financials.
Closing a business doesn’t end financial obligations—lease obligations, severance, and regulatory compliance can persist for years.
Quantify risks during due diligence and negotiate risk-sharing mechanisms like seller notes or indemnification clauses.
If you lack industry experience, partner with an insider—but don’t expect your advisor to be your industry expert.
…and 3 more takeaways available in PodZeus
Introduction and Guest Intro
David C. Barnett introduces the episode and welcomes Chris Papin, a dual-licensed CPA and attorney from Oklahoma, who specializes in helping small business owners with legal and financial matters related to buying, selling, and growing businesses.
Chris Papin’s Dual Expertise and Professional Journey
Chris shares his background growing up in a family of entrepreneurs and educators, his path from accounting to law school, and how his dual credentials allow him to offer integrated legal and tax services. He explains the operational complexity of maintaining two separate professional entities and the compliance requirements involved.
The Value of Integrated Legal and Accounting Services
Chris explains how having both a CPA and attorney in one firm streamlines business setup, due diligence, and deal-making. He shares a client story where redoing documents saved time and money, and discusses how one conversation can address both legal and tax planning, reducing friction and inefficiency.
The Hidden Costs and Risks of Closing a Business
“The day you decide to close a business does not mean the end of the expenses. You still have to pay the rent, severance, and regulatory obligations.”
Due Diligence: The Buyer’s Responsibility
“You are the quarterback. Nobody can do it for you. You’ve got to form your own opinion based on the information you’re given.”
“You are the quarterback. Nobody can do it for you. You’ve got to form your own opinion based on the information you’re given.”
“I’ll show you the cheapest way to own a bar. Go five nights a week, bring $100 and $20 bills, tip every staff member $20. Within 90 days, you’ll own the place.”
“The day you decide to close a business does not mean the end of the expenses. You still have to pay the rent, severance, and regulatory obligations.”
Host
Guest
Chris Papin
person
David C. Barnett
person
Pappin Law
organization
Pappin CPA
organization
Business Buyer Advantage
organization
Lake Growth Financial
organization
New Banking Solution
organization
Mark Willis
person
John Taffer
person
organization
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