Transcript of Efficiencies Expert Jason Helfenbaum On How To Increase Your ROI Through Training And Efficiencies
Todd Wilkowski On Why A Fractional General Counsel Helps You Get To Yes

[00:00:00] Jeffrey Feldberg: Welcome to the Sell My Business Podcast. I'm your host Jeffrey Feldberg.

[00:00:10] This podcast is brought to you by Deep Wealth and the 90-day Deep Wealth Experience.

[00:00:16] Your liquidity event is the largest and most important financial transaction of your life.

[00:00:22] But unfortunately, up to 90% of liquidity events fail. Think about all that time, money and effort wasted. Of the "successful" liquidity events, most business owners leave anywhere from 50% to over 100% of their deal value in the buyer's pocket and don't even know it.

[00:00:43] I should know. I said no to a seven-figure offer and yes, to mastering the art and science of a liquidity event. Two years later, I said yes to a different buyer with a nine-figure offer.

[00:00:56] Are you thinking about an exit or liquidity event?

[00:00:59] If you believe that you either don't have the time or you'll prepare closer to your liquidity event, think again.

[00:01:05] Don't become a statistic and make the fatal mistake of believing that the skills that built your business are the same ones for your liquidity event.

[00:01:13] After all, how can you master something you've never done before?

[00:01:17] Let the 90-day Deep Wealth Experience and our nine-step roadmap of preparation help you capture the maximum value for your liquidity event.

[00:01:26] At the end of this episode, take a moment to hear from business owners, just like you, who went through the Deep Wealth Experience. 

[00:01:44] Jeffrey Feldberg: As a member at Frost Brown, Todd. Todd Willkowski focuses his practice on serving private, closely-held, and family-owned businesses as their outside general counsel, consigliore, and trusted advisor on all legal, risk management, and strategic growth issues.

[00:02:03] In this role, Todd provides timely, practical, strategic, and value-added insight regarding issues related to strategic planning, enterprise risk management, contract drafting and negotiation, litigation and dispute resolution, business succession and exit strategy planning, tactical and strategic HR issues, intellectual property, employee compensation and incentive plans, and corporate restructuring.

[00:02:31] Todd takes a proactive approach in developing a deep understanding of his clients; businesses and building trust with their decision-makers at all levels. With this knowledge, he identifies and provides innovative, get to yes, and customized solutions to issues impeding his client's continued development and success. He also advises his clients on potential strategies for seizing current market opportunities while concurrently and effectively leveraging the risk commensurate with these opportunities to foster their continued profitable growth.

[00:03:05] Besides a prior career as an air force officer and counter-drug and counter-terrorism intelligence officer, Todd also has provided counsel on a myriad of legal issues affecting the construction, Manufacturing, and client services industries in both private practice and as a general counsel.

[00:03:24] Prior to joining Frost Brown Todd. Todd served for seven years as the general counsel for Baker Concrete Construction, the nation's largest concrete construction specialty contractor, where he had daily oversight of the company's legal, enterprise, risk management, contracts, ethics, compliance, political lobbying, and government relations functions.

[00:03:48] Prior to Baker Concrete, Todd was a partner with a large Cincinnati law firm where he gained substantial litigation, arbitration, and alternative dispute experience in assisting the firm's clients with resolving risk issues that threaten their profitable growth, or continued sustainability. Todd is passionate about networking, especially connecting great people and help solve problems.

[00:04:13] He resides in Loveland, Ohio with his wife, Heather, and three children. His oldest son just completed his freshman year at OSU.

[00:04:21] Welcome to The Sell My Business podcast. I'm excited for you for this episode because you know what, when it comes to your liquidity event, there are deal makers and there are deal-breakers.

[00:04:31] And I hate to say it. For your M&A lawyer all too often, it can be a deal-breaker, but not with this gentleman that we're going to be speaking with, not with Todd because Todd is a deal maker in every sense of the word. And he has a can-do attitude, servant leadership, and we're going to get into all those things.

[00:04:50] But first Todd, welcome to The Sell My Business podcast. Thank you so, much for taking part of your day to be with us. Why don't we start off with your story behind the story? How did you get to where you got to today?

[00:05:02] Todd Wilkowski: Jeffrey, it's great to be with you today. I am currently a partner at Frost Brown Todd, which got about 13 offices across the country, but is largely a Midwestern firm Midwestern values. But yet we like to say east coast and west coast talent at Midwestern prices. And we don't lean on commodity, but we really lean heavily on relationship and building deep relationship with our clients.

[00:05:25] So, I joined seven years ago after leaving a large concrete construction company, Bigger Concrete as their general counsel. The reason why that's important is because the practice that I'm developing at Frost Brown Todd is an outside fractional general counsel services practice. And what that does is serve small to medium-sized businesses, privately held family-owned very relational, and it allows me to be that general multitasker generalist, you know, as a specialist that can go out can diagnose issues with these companies become a consigliore, a trusted advisor. And one of the things that we run into quite often, which is really exciting and that I'm very passionate about is business succession and exit strategy.

[00:06:09] How do you prepare for that? How do you make sure it's as successful as possible? How do you explore all the different options that are available that frankly might change? Especially if your runway as a couple of years from when you're planning to actually pull the trigger. So, I'm really excited to be here with you.

[00:06:24] This is an exciting time for M&A. This is an exciting time for exit strategies for people who have put together and put their heart and soul in businesses, and now are looking at their next chapter. And yeah, I'm actively involved with that and excited to talk to you about what we're doing.

[00:06:40] Jeffrey Feldberg: Well, terrific. And there's a lot to unpack there, but why don't we start with the whole concept of a fractional general counsel and there may be some business owners out there who are saying what's the difference between my regular business lawyer that I use and maybe this is a family member.

[00:06:55] Maybe this is someone who's a friend or someone that I just used from the beginning of the business. They know the business. I know them, they know me. I got some pretty good rates here. Why do I need a general counsel? And what is a fractional general counsel? So, what would be the difference with that?

[00:07:10] Todd Wilkowski: That's a great question. And the model is based a lot on the fractional CFO model and again, in the life of the business, at least as, as I've seen it. And I know you're familiar with Traction, you know, you have that business comes out of the gate and you have that individual that's typically the sole owner and they play CEO.

[00:07:25] They play president, they play chief bottle washer, but around 10 million, they kind of realized, you know what, there are things that I'm really good at. And there are things that I'm not only am I not good at, but I don't do very well. And I don't like but their expectation or their thought processes, nobody else would like to do that.

[00:07:42] Nine times out of ten, they really are the CEO or the Chief Visionary Business Development Cultural Officer. And they have to find a Chief Operating Officer that really can take that off their plate. And then frankly enjoys the day-to-day implementation. And frankly, it can also be a really good confidant to saying, hey, you might want to slow down here because we're not ready for that.

[00:08:02] Then as the C-suite develops, right? Cause the worst thing you can do if you grow too fast and you just overburden yourself with a lot of C-suite help is you'll collapse into your growth. So, the thought might be a Chief Financial Officer up until that point. Maybe you do it on a fractional basis, not a full-time person, but somebody who comes and knows your business, Chief Human Resources, Chief Information Officer, right.

[00:08:25] It depends on the business, but the last person I think that you add to your C-suite and that's typically around, I think 350 to 400 million for a private company is your general counsel. And why is that? Because the general counsel, typically, if they can't make that leap from private practice to in-house counsel and see their value, not as the lawyer or where the deal sometimes goes to die or reducing and eliminating all risks, they're not successful.

[00:08:53] Because that's not what a general counsel does, right? They're a business partner really that knows your business and facilitates deals and growth, not impedes that. And so, that's really what the differences. And so, what I do as a fractional is fortunately I'm connected to a firm of around 520 attorneys that are all specialists.

[00:09:12] And so, what I'm able to do is go out and really learn the business, get to know the client, which I love to do, build their trust. Look at it from a very comprehensive 5,000-foot view. So, I'm integrated into the business. So, when they call me, they don't have to reeducate me every time they call me. And then my goal is to carry that black bag as a general practitioner. Help to diagnose the issue, but really on an offense, you know, what are the opportunities that are here? And then really connect you with world-class advice from specialists, manage the process, make sure there's efficiency, and give you really great advice to help to grow your business.

[00:09:50] So, that's what we do. I'm a connector, in many ways I'm more of a consultant than I am like a traditional attorney, but it allows that connection point from a smaller to medium size firm that a company that frankly wouldn't maybe be able to afford us if we did it the same way we've been doing it in the past, which is I'm going to learn on your dime.

[00:10:09] I'm going to become a specialist. No, I'm not going to do that. I'm going to get you to someone who does that on a regular basis, who has best practices and lessons learned, and can incorporate knowledge that they are learning on that particular topic, because they're so, in the weeds with it to help your business grow.

[00:10:25] Jeffrey Feldberg: Wow Todd, so, as you're talking about that, first thought that's running through my mind is, am I speaking to a lawyer or is this a business development person or a Rainmaker? All these connections and thinking about the business and looking to take it to the next level. That sounds fantastic.

[00:10:40] I know most business owners and I'd put myself in this camp as well. When we think of lawyers that doesn't come to mind in terms of what you described. That's really unique and innovative. How did you come across this kind of strategy and approach?

[00:10:53] Todd Wilkowski: I was a litigator when I started out then my first firm and I live in Cincinnati, Ohio, Cincinnati is a great town as well, kept secret. I'm a military brat, Air Force Academy grad lived all over the world, frankly, in the country. But it's Cincinnati has proven to be a place where I can have a sophisticated practice, but also really kind of that great Midwestern, warmth and connectivity.

[00:11:15] And it's a great place to ride, raise a family. And we have four children that we've been raising which has been really fun. I did the litigation thing and what I found out was I really liked to be in front of a jury my personality is like that. I love to connect with people, but I didn't really like being a litigator.

[00:11:30] And then frankly, the thing I hated the worst about it Jeffrey was when we were done, no matter how good of a job we did, what the client would typically say is, I appreciate what you did, but I hope I never have to talk to you again. And I said that's not what I want. I mean, I'm wired relationally.

[00:11:48] I'm an ENFP. I'm an Enneagram 7 Wing 8. I love people and I have a lot of energy. And so, when I got this opportunity to then give you the general counsel at this company, I just felt so, alive. You know, I'm a problem solver front end of the spear connecting, you know and so, when I was largely really to stay in the city because my wife got a really good job here and the kids really are thriving here. I tried to initially go back to find an in-house position. Cause the reality is once, your general counsel, you're either ruined or you're enlightened.

[00:12:20] I'm not quite sure what it is, you don't really want to go back to a law firm. And the reason I know I didn't want to go back. It's not because the first experience was not a great experience. It was great. I learned a lot, but I didn't want to be that far from the client. I didn't want to be in a reactive mode again.

[00:12:35] I didn't want to be, you know, where I'm just waiting for the phone to call. Cause it wasn't my nature anyways, because I knew that's not where I could provide the most value because again, I think we're like a business guy. That happened to go to law school versus kind of a traditional lawyer.

[00:12:49] And because Cincinnati is not a larger market. They don't have a lot of, again, I'm not really a publicly held kind of GC. I'm not really a compliance-driven, you know, I like to draw outside the lines. I like creative problem solving, which is great in a private setting. I did talk to a couple of companies that were here that were larger because Baker was around.

[00:13:06] When I left, it was about a billion-dollar company, pretty significant. So, I wanted something that was, you know, had multi-faceted, multi-market a little bit more complex and I knew that wasn't going to work out. So, I started talking to folks in the market, you know, trusted former clients and others, because I knew that I wasn't going to be happy doing it the way that I did it.

[00:13:25] I knew this was a time to maybe reinvent myself from being a litigator to being something else, to know what that was going to be. But, you know, when I talked to them, Jeffrey, what I kept hearing. And it was about 140 people I probably met with and had lunch and a happy hour with and kept exercising cause that can be quite fattening. But it was very elucidating. And what I heard from them time and time again, I said, what is it that you're not getting right now that you need from your legal, you know, from your lawyer? And they said we need advice. And I said, I thought that's what we're supposed to do is give advice and, you know, so, just to unpack that what I heard them say and what has become really the value-added proposition and what we lead with as an outside fractional GC is they want strategic, proactive, thinking ahead of them. They're knee-deep in the business every day. Get to, yes. Find out where we want to go and help us get there. Don't be where the deal goes to die. That's not value to us and be a risk leverager, not just a risk reducer or eliminator. You know, every business has got a risk appetite.

[00:14:29] Some are higher, some are lower sometimes in the history of that corporation, it can go up or it can go down, but everyone has it. And every business, if they're going to grow is going to take on risk. So, customize and tailor solutions that are going to work for my business based upon our risk appetite.

[00:14:46] And finally, from a trusted advisor that comes to get to know and invest time, getting to know your business, getting to know you, getting to know your culture so, we can, again, customize and provide tailored solutions. With the ultimate end of watching you grow, because that's what it's all about at the end of the day.

[00:15:04] Watching a business grow. Providing more opportunities for the people that are there. Keeping their leaders, because their leaders have somewhere to go and grow, especially in this time periods, where the war on talent has never, ever been fiercer and everyone is calling for your a-talent. We turn that into this sustainable model where we develop that kind of relationship with our clients.

[00:15:26] But that was really birthed out of the Baker experience because I saw that a company of that size of the benefit that you could have of a general counsel. And I thought these smaller companies, number one, they need something different from what's out there, but why wouldn't they have access to something like that?

[00:15:40] And of course, as you can imagine, the more businesses I talked to they said, yeah. Yeah. We'd like that actually. And oh, by the way, we actually are going to change a 25-to-30-year relationship because that's different from what we're getting. And we want more of that as we grow.

[00:15:55] Jeffrey Feldberg: Interesting. And for our listeners, there's a lot there that Todd said, but you know what? Todd is really like a business owner. And I want all of our listeners for just a moment, go back to the beginning. How did you get into business? You've found a problem that you were passionate about solving. Todd found a problem that he was passionate about solving. Came from this billion-dollar company, doing all these big deals and he found that for smaller to mid-sized businesses, they just weren't getting that kind of proactive advice.

[00:16:24] And next thing you know, this is exactly what he's doing. And so, for our listeners, I want to take you into our 9-step roadmap at the Deep Wealth Experience for just a moment. Step number four, due diligence. That's really where you're doing an internal due diligence audit on yourself before you have your liquidity event.

[00:16:41] That's where you're finding as we like to say those skeletons in the closet, you're removing them. And those hidden Rembrandts in the attic, you're putting them out for display and that can make the difference between any deal and capturing the absolute best deal. And so, Todd, what's interesting about what you bring, and this is very unique to you.

[00:16:59] Most business owners, when they think of lawyers, they think that all lawyers are really the same, but if you took a business lawyer and you took a litigation lawyer, it's night and day. And so, it's fascinating, Todd, and I don't want to assume, but it sounds like when you're helping to put together a deal on the legal side, you're looking at it from the business side, but you're probably also looking at it from where can this deal go wrong?

[00:17:25] How can my client get into some hot water here? And how am I going to be proactive from a litigation side to avoid that altogether? And as business owners, it's not just good enough to have a business deal with a business lawyer. We have to think ahead. How could this come back and hurt us? Because our future buyer may pick up on something that we miss altogether.

[00:17:46] So, Todd, can you talk to us how you blend your litigation lawyer past into what you're doing right now and how that's a unique combination for you?

[00:17:55] Todd Wilkowski: Yeah, that's a great question. And I think really sometimes where the rubber hits the road first it's in contract review because as a litigator, I've got a pretty good sense of the things that are going to probably be litigated. And the other things that we can acquiesce on, we can stomp our feet and make them think that we've given more than we probably have and make it a win-win.

[00:18:15] But as a transactional attorney and business attorney, I'm thinking about we're going to get this done. I mean, the idea is to get the contract done and move it forward. Same kind of thing in a deal, because there's going to be some things that are going to be absolutely critical. And we either can't bend on them.

[00:18:32] Well, we're going to find a way to get the deal done. We're going to start with that mentality first, it's not acceptable if the deal dies, unless the other side is so, unreasonable based upon due diligence and about what the value of their company is that it might be where we have to take a breather and it's not time to close. Or we are going to have to go look for another seller or, you know, work with another buyer because they're not valuing what we are selling them or vice versa, or, you know, we realized that you know the issues are different. I mean, most business owners in my space that don't have a successor, either familial in their family or somebody on the outside, what do they want to do most importantly, Jeff?

[00:19:08] They want to protect their people. They want to make sure that when they sell this business, that their people have a home. There are good people that have worked for them for 20 or 25 or 30 years and that they can end and they don't end up on the street. You know, we have those kinds of discussions, and one of things you had a podcast a couple of months ago, so, resonated with me because the first question that I ask is what are you going to do on day one after closing? And if the business owner can answer that, then I say, we're not ready to have a discussion. We're not, it's not fair to you because you've got to understand what that looks like.

[00:19:41] Then hopefully what we have is we have a runway. I mean, right now it's tempting, the multiples are stupid in terms of what people are paying, but ideally like with you and your business, you want to have a couple of years, because what we want to do is that pre-diagnosis to say, what do you want to sell this for?

[00:20:01] And what is really worth right now? And when that buyer comes in, if we're from the seller side. What are the checkmarks during due diligence that they're going to be able to make, which is going to significantly reduce the value of the business? But we got to know that now because we can work on that, we can help to address that.

[00:20:17] It would seem rather intuitive, but people miss it is most businesses their values, not in brick and mortar. Sometimes it's an IP, but it's almost always in the talent that they have. So, then the next question is on day one, where does that talent go?

[00:20:32] Do they walk out the door? Because if they do the value of your business, significantly just got decreased. And you know, the buyer wants to pay as little as closing as possible. And so, they're counting on those key people, staying there, counting on those key customer relationships, not all of a sudden fleeing. And what are you doing to make sure that doesn't happen?

[00:20:52] You know what I mean non-competes and non-solicits, restrictive covenants. It sounds pejorative, but the reality is you got to have something. One of the things that we like to do in these spaces, we put together a space is incentive plan. So, we put together deferred comp equity plans, because what does that do?

[00:21:07] Number one that sends that message to that key employee you're important. And if we have an exit strategy or another triggering event, you're going to get paid, you know, all the work that you did to help grow the business for me, you're going to be rewarded for that, but you never do one of those agreements without a restrictive covenant, which says you can't just run off the next day after closing it and start competing against the buyer. And so, that's value, that's value to a buyer because they know that they're going to get something. And hopefully, that individual is going to be locked in and they can earn their trust and say, we're not here to rape pillage your company.

[00:21:43] We really want to add capital and build it. So, those are just the kind of things that we like to almost do a pre due diligence on it. And then the other thing that I think distinguishes us in this market is a lot of it is about you. You can get a lot of people to do the deal, but it's really understanding, you know, where are your successors?

[00:22:00] And what are your options, ESOP, management buyout, you know, gifting maybe to one of your children. You might have children in the business and outside of the business, how do you handle that? It's fun, right? It's a fun, complicated puzzle, and it looks different for everyone, but the more time you have to work with them, build their trust, the better result you're going to get.

[00:22:19] And I would also just add this, so, much of this work, as you've probably seen this done in silos, and sometimes that's driven by the seller. But I think it's typically driven by the trusted advisors. So, you've got your accountant, private wealth advisor, your attorney. Are they talking? Are they coming at it and really treating the 360 comprehensive view?

[00:22:38] So, they're seeing all of these different options and really being able to come together with a solution that benefits the owner, you know, instead of trying to be the smartest person in the room or just focusing if maybe you're a lawyer on just what's the liability or the, you know, if you're the accountant, what's just the tax implications.

[00:22:53] No, it's so, much bigger than that. So, we try to form teams with outside advisors. So, we can come together, and sometimes we disagree. Try not to do it in front of the client, go to a room, hey, I'm seeing this, you're seeing this, we're struggling. How do we come up with something that makes sense?

[00:23:07] And we find that provides a much, much better advice. And certainly, as you said, increases the value ultimately of the sale.

[00:23:15] Jeffrey Feldberg: Well, Todd, you're certainly preaching to the choir here at Deep Wealth, as we're all about preparation and doing that internal audit. Before you go to market with your liquidity event and you know, you're so, right. And the analogy I'm going to give with the process that you're sharing, where you'd like to come in.

[00:23:29] You were saying up to two years before dot the I's, cross the T's see where the potential problems are, where someone might be exposed to find those skeletons and remove them. The opposite of that you decide to go on a trip. And you just show up at the airport and you haven't booked your flights.

[00:23:45] You haven't booked the hotel, but you're showing up at the airport to go on the trip. Well, that's what most business owners do. I'm going to sell the business. They hire an investment banker. Now they're in market. Guess what? Congratulations. You now have a full-time job. It's called the liquidity event and you and your team you've just sacrifice your health, your money, and your finances. The pressure and the stress. You can't possibly do all of that while running the business, as opposed to doing the right thing, taking some time out, and working with somebody like yourself. You'll walk them through step by step.

[00:24:16] All of those areas that you know, are the common minefields that most business owners have. To correct those that when you do show up, you're fully prepared. You're set to go, you keep your health, you keep your money, you keep your sanity, you keep your time. And it's a good news story. So, let me ask you this because you've brought up a really terrific concept.

[00:24:35] And that is you're saying, listen, it's not just me that's here within the law firm nationwide I have access to our people and even beyond our people, I may have access to different advisors. And so, for our listeners out there, why don't you talk about the difference between a firm like yours and let's say a boutique firm, and even one of those really large law firms.

[00:25:00] And this is not to say that one is better or one is worse. That's a judgment. We're not making any judgments here. It's just, it's all different. So, how do you fit into that whole climate of boutique to where you are to the really large and what I would expect of working with you that perhaps I wouldn't be able to get elsewhere?

[00:25:17] Todd Wilkowski: Yeah, that's a great question. Another great question. I would say this. First of all, compensation drives behavior. In every organization, including a law firm. And so, where law firms I think have stumbled in the past is they've rewarded one thing over the other and to the detriment of another. And so, it doesn't create collaboration.

[00:25:36] It doesn't create the idea that if people are operating in their strengths and gifts, whatever the organization law firm or otherwise that they're going to be very successful. So, Frost is very unique in the fact that it will recognize and reward those in their lanes, the finders, the minders, the binders, and the grinders.

[00:25:54] The finders are out there, they're the originators. They're going out. They're finding the new work. They're bringing it in. The binders are the ones that are working to develop the firm and strategy and especially through COVID.

[00:26:05] And then you have the minders. The minders would be those individuals that are the farmers. They're the ones that are developing that relationship. They don't have the hunger necessary to go out to the business. But they really love deepening those relationships, finding new opportunities to serve our clients because our best clients are the ones we already have.

[00:26:20] And then you have the grinders. And they just grind it out and they're really good at what they do, but they don't want to go out. They don't want to do business development. They don't want to do any of that, but they have a very great value because at the end of the day, the people that are finding have to sell something like any organization.

[00:26:34] So, you reward all of them in their lanes, especially for great performance. So, the way this model then works is, you know, for example, you know, when we come at it with a kind of a holistic view with a business owner. And one of the things that we will do is if we get those two or three years, which is great, we'll come alongside their wealth manager on the outside and say, what's the target goal?

[00:26:55] What do you need for retirement? What do you need to get out of this liquidity event at closing? And maybe over the life of it? Because the idea is we want to meet that. But we want to take pressure off it. Like you said, it's a pressure-filled event and we don't want it to be where all of your liquidity is going to come out of your business because if it does, your options are going to be limited in terms of what you can do and what you can accept.

[00:27:17] And so, one of the ways we do that in talking to our estate planning folks is we start talking about what are the options that are out there for that business owner to start deferring. Because they're used to, and they should draw a certain amount commensurate with what their role within the company is, but do they need all of that money?

[00:27:35] And the answer typically is no, they just hadn't thought about it. They're making, you know, X amount of dollars, but their kids are now all out of college, they've paid off their home. You know, they've married off all their children. And so, there's no reasoning and they shouldn't be paid with they're paid, but why not sock away an amount and take it on the other side of the ledger.

[00:27:51] So, then when you get to the liquidity event, you already have money that's liquid outside of the business. That's one of the things we love to work with our estate planners in them because we think that's a unique approach, but we need to have some time hopefully to work with them, to take that pressure off the event.

[00:28:08] So, that'd be one example of how we do it, but you have to have a collaborative environment. And I will tell you that's one of the differences. Most law firms really are not in that. We by nature are just Type-A scarcity mentality, risk-averse, and we don't play in the sandbox really well.

[00:28:26] And you need to have that as well as to go in humility. I'm not necessarily the smartest person in the room. But you know what I'm going to do. I'm going to get that person in the room with you to help you give you that advice. And you said it very well. It's not always someone at Frost Brown Todd. I try to do a lot about connecting to other people out there that I trust that are specialists in their particular area, you know, executive coach or, you know, maybe I see the person they're working with right now, their accountant, you know, they started with that person.

[00:28:57] There's some affinity there but that account has one other person and they're an $80 million company now, and they're leaving tax benefits and a lot of other stuff on the table. And you gotta approach that very gingerly because there's a relationship that's been forged over time, but you've gotta be able to build that trust to go, you know, in this particular deal we're about to do.

[00:29:16] We love to have their historical and their input, but they're over their skates and we need to bring somebody in who's going to make sure as part of our team that if you're the seller, you're not leaving dollar one on the table. It's always coming at it with that kind of teamwork and going now, I don't know everything, but I know somebody who does.

[00:29:35] And I can be that strategist. That's my role typically that kind of helps to bring the team together, to work together, to row the oars together, ultimately for the benefit of the client.

[00:29:46] Jeffrey Feldberg: So, Todd about what's interesting and I'm speaking as a business owner now who having run a number of businesses. When I'm speaking with you and I'm hearing your thoughts and what your thesis is of how you approach all of this. I feel like I'm speaking to another business owner.

[00:30:00] I wouldn't put you in the lawyer category. There's leadership that I'm hearing here of hey, Jeffrey, have you thought about this? Or why don't we take a look at that? It's very proactive and it's coming from, let me help you. And at least for me, that's a little bit foreign in terms of dealing with your quote-unquote typical lawyer.

[00:30:19] So, is that something that's unique to you Todd? Is that something that's with the firm and how did that all come to be?

[00:30:26] Todd Wilkowski: So, I would say, and this is the exciting thing that's going on right now. You're right. I try to get myself out of that box as much as possible. And that's why, you know, I even said I'm a business guy that happens to have a law degree, or I'm a business guy that went to law school.

[00:30:40] And I don't know that I really realized that until I went to Baker because at the end of the day, I knew quickly what got me excited and it was strategy and it was culture and it was people that was retention and development. And that just happened to play to what my strengths are, which is I'm a maximizer, I'm a communicator, I'm a WOO you know, StrengthFinders, I'm a winning others over, and that's not your typical attorney profile.

[00:31:05] But I felt like I could operate in that and I could bring real value. And so, in coming back to Frost, we actually had an outside general counsel model, but it was really temporary. It was really a temporary placement. Like your general counsel gets sick or dies or, you know, suddenly leaves you.

[00:31:22] We can parachute somebody in for three or four months to help you with the disruption that's going to cause. And hopefully help you, you know, hire somebody new or sometimes you even would hire our person, and that's part of what we still do, but it was so, temporary, it wasn't sustainable. So, this model as a fractional outsourced is very sustainable. And one of the reasons that it's very compelling for folks is you get out there, you talk to them. And I can't tell you how many times I'm sitting at a lunch or a dinner meeting and they'll pick up my business card.

[00:31:51] I don't really carry them anymore. But when I did, and they'd say, I thought you were an attorney and I'm like, again, Attorneys are great and they're smart, but the reality is what we as a profession. And I'm very passionate about this have to remember is we still serve a client. And our whole goal again is not to keep them from doing business it's to help facilitate them doing business, it's to help them understand risk. Every risk is not going to debilitate them. It can be leveraged for growth. And so, part of it is it's changing the paradigm of the firm in certain circumstances and of the entire industry, because that's the way we're viewed.

[00:32:29] And frankly, Jeffrey, if we don't do something about that, we are going to becoming increasingly irrelevant, particularly with the advent of artificial intelligence, because artificial intelligence will be able to do research and be able to draft initial briefings. The one thing artificial intelligence will never be able to do is develop relationships.

[00:32:51] And give really good solid advice. I actually just took over the outside general counsel practice, the partner that was running it retired and that's, what's been really exciting is like with any person who's growing a business, how do we scale this? How do we articulate what our value-added proposition is?

[00:33:06] The differentiates us? Why would you change? You're not going to change if it's going to be the same thing. And then the other thing is. And this has been really exciting. We're developing an assessment tool because the thought process before was the only people that can do this are people that were general counsel and in circumstances, they thought if you're a corporate counsel, you could do this.

[00:33:24] Oftentimes corporate counsel are just specialists within a company. The generalist, the general counsel really becomes that they don't practice law a lot. They look at the overarching picture. It's a different skill set because they've got to be comfortable in being multitasking in general areas, not just in that specific specialty that they have.

[00:33:43] So, what we're doing right now, working with my business development team is we're developing an assessment because there are certain people, we know within the firm personality-wise, passion-wise, strength-wise. We believe that we'll succeed with this process and they will be more fulfilled in how they practice law.

[00:34:01] We just have to identify who they are. And then the tool will also help us to identify areas of development so, we can set them up for success. So, it's fun. We're scaling literally within our firm, a new ancillary business and I love getting out and talking to people about it because people, it resonates with them.

[00:34:20] It's relationship. And then the other thing is you shouldn't be telling too many people about this because then everybody's going to do it, and I'm going, Hey, here's the thing. Number one, not everybody is going to want to do this because their personality type isn't bent that way.

[00:34:33] The other thing is I'm an abundance mentality person. Jeffrey, I wish more people were doing it this way, and I want to start with my firm, but I hope other people do because number one, it's going to absolutely energize certain lawyers' practices. And we get a lot of lawyers that are leaving the practice right now.

[00:34:50] Why? Because they're burnt out. Why are they burnout? Because next to dentists, we have the highest rate of suicide, depression. And that's because we don't feel like what we do brings value because our clients typically say, ah, here's the freaking bill again. I can't believe I pay this. Or again, I hope I never have to see you again.

[00:35:08] Well, that doesn't engender some kind of great purpose in what I'm doing. We think and I think. This is going to help a number of folks to, again, rejuvenate them in practicing in a whole new way that clearly there's a market for it. And there's clearly the clients want it. We need to let them know it's there. And then we have to execute.

[00:35:28] Jeffrey Feldberg: Well, Todd, that's really interesting. And what's nice about this is with yourself once again, you have found a new problem that you're very passionate to solve, and really what you're doing is you're setting up your colleagues within the firm for success. They're going to be happy, recharged, passionate about what they're doing.

[00:35:47] Ultimately it pays it forward because the clients are now going to be working with someone who loves what they do. And you're taking the human aspect of it. The AI aspect of it. You're blending it together. What a better way to do it. But let me circle back to something that you mentioned earlier. And so, I want you to picture for a moment that it's a business owner who's been so, busy on the business.

[00:36:09] Maybe they're working in the business as opposed to on the business or a little bit of both. They know they're having a liquidity event. When you step in and start working with business and you begin your process of doing that internal audit. What would be some of the common areas where they're just missing the boat and they're making mistakes that they shouldn't be.

[00:36:29] Would there be a few that you can share with us that our listeners can take away and maybe look for themselves? Hey, am I making this mistake that Todd's that I, I shouldn't be in? And if I am, let me look into that and incorrect that.

[00:36:39] Todd Wilkowski: So, here's the thing that I see on a regular basis and why, again this model works so, well because the company grows right. Their needs get more complex and different issues that they have to deal with. And so, one of the places where, you know, we hear a pain point and where our approach is very well received.

[00:36:57] As let's say, a company is now 40, 50, 60 million. They woke up one day and all of a sudden, oh my gosh, you know, here I am. And they've got, now they're working with six or seven firms. They've got a firm that does IP. We've got a firm that does labor employment, a firm that does contracts, a firm that does their estate planning.

[00:37:13] Especially if it's a family business, and a lot of that's intertwined. And I don't have enough time in the day to manage all of the tasks that I have much less manage this. And what I find is sometimes my legal advisors are contradicting each other because nobody really has a full sense of the overarching picture of the business.

[00:37:31] Sometimes I need a translator, you know, because it's legal ease, and I don't even know what that means or I need someone to push back on that particular attorney to go, that's not get to yes advice. That's no advice. And that doesn't work for me. I need to figure out how to solve this problem moving forward.

[00:37:47] Not, you know, again, watch it die. Cause I'm going to do it. And so, what we do with this then is you've got a focal point. You've got a quarterback, you've got somebody who like me and we're training others that play in this role, and then their students are the firms. So, they know the different people that are out there.

[00:38:02] And so, when we get an early that's one less thing, that's off their plate. And why is that important going back to you because then they can start getting into that white space? It's one less thing that they've got to tactically deal with every day because that's my advice to them is and this was very evident during COVID, you know, you had some people that just went into a bunker mentality as woe is me. And of course, their people fed off that and they couldn't figure out why all their people were leaving. And it's because you're freaking Igor. And because you're supposed to have the most information and you look at like a ghost and you have no vision and you have a vision, you're not even communicating it.

[00:38:36] And you get some pushback and they go I don't know what the future is. And no, nobody does. But what they need to know is you have a plan and you're going to execute a plan and you're going to actually solicit and get information from them. So, they take ownership for it. And you're going to move this thing forward and gosh, darn it.

[00:38:53] If we go down. We're going to go down fighting, right? Because we've got something that's important that the market needs. So, just freeing them up in that space, where they're out of that tactical daily firefighting. And they can sit there in that white noise and ask the questions that businesses should be asking themselves.

[00:39:10] Especially during COVID when we had a little extra time and that is why do we exist? What's the purpose of us, right? Cause if you can't recruit, you can't retain. Then the second thing is, what do we do better than anybody else? What are the things that we're doing that we really shouldn't be doing?

[00:39:24] Because we're not that good at it and they're not profitable. And they're actually keeping us from doing the things that we're really uniquely good at. And those are the things that only the CEO can be doing and the executive team. Because again, somebody has to be doing that. And if not, you see the ramification of it, you got 60 to 65% of people in The Great Resignation. They are leaving. Now I think they're leaving because they had some time to think about things. I think they're leaving because people didn't communicate with them during this.

[00:39:52] They didn't know what to communicate or they just didn't communicate, which is awful because then they start making stuff up and it's very worse. And then finally they just realize, you know what, what is this company doing? I guess they're just making money and we're not making money now.

[00:40:04] So, we don't know what our, why is I'm going to go find what my why is. And if I can express it somewhere else, that's why we think this thing is really good because we are freeing them up to do the things only, they can do, and they need to do them because if they don't their business, as you know is at risk, they'll never make it to an exit. They're going to fail long before that.

[00:40:24] Jeffrey Feldberg: Todd, you are so, spot on. And in fact, what you're talking about, we in the Deep Wealth Experience and our 9-step roadmap, that's step number two, we call it X-Factors that insanely increase your enterprise value. Those are the areas that you are world-class and you just knock it out of the park and that's your specialty, but you're so, right when you're bogged down in all of the other areas that you don't have time to focus on those, it can be game over.

[00:40:49] And as you said, forget a liquidity event, you may not even be in business. And so, there again for our listeners, the power of preparation, it's the gift that keeps on giving. When you prepare, it's not just preparing for your liquidity event, but you're also preparing for growth because the strategies of preparation, the strategies of growth, they're really one in the same and you can do some remarkable things.

[00:41:12] So, it's hard as we begin to wrap up this episode and there are so, many more areas I would love to dive into, but we're getting into some time constraints here. Let me ask you this. I want you to think of the movie Back to the Future and in the movie, you have that DeLorean car. It can go to any point in time.

[00:41:31] It's tomorrow morning, you wake up, you look out the window and there it is. The DeLorean car. The door is open. It's waiting for you to hop on in and Todd, you can go back to any point in your life. Todd, as a young child, as a teenager, as an adult, whatever it may be, what would you be telling your younger self in terms of, hey, Todd, do this or don't do that or lessons learned.

[00:41:55] Todd Wilkowski: My kids would tell you that there are a couple of things that I tell them on a regular basis. Number one is never quit. You know, don't be taken out of the game. The second thing is getting to your point, no regrets, it's wasted energy. But there is value in introspection. And so, the thing that I am encouraging my kids to do right now, and I've got almost 20 down to 13, get to know yourself. Get to know yourself. There are great tools out there. I mentioned a couple of them, the StrengthFinders, the Enneagram, the EQ the emotional quotient, the Myers-Briggs so, many, there's a lot of different tools out there.

[00:42:28] Figure out how you are uniquely and wonderfully made and operate in your strengths. Because it's going to give you energy. Now that's not to say that sometimes you got to bide your time. I did it, and I was an associate, a large firms spend a lot of time researching and going through documentation, which about suck the life out of me.

[00:42:44] Sometimes you've got to do that because you've got to earn your trade, but as quickly as possible, figure out what that is, because otherwise you get morphed into something half the time that does suck the life at it. And, you know, I've got three boys and young lady and, you know, men, let's be honest.

[00:43:00] Our identity is often tied up in what we do. One of the things that they hear me quote quite a bit is from Walden Pond and Henry David Thoreau. And, you know, as he was out there and he was reflecting and he spent what, two years in solitude, one of the things that he said that I thought was so, powerful is he said, you know, the shame about the world today is that men are living lives of quiet desperation. And they go to the grave with the song in their heart.

[00:43:25] I do not want that for our children. And the reality is in my value system, we only got one life, Jeffrey so, I want to suck the marrow out of it. That's another Thoreau thing. And the only way that I can do that is not to try to become somebody else, but to become the best version of myself that I was uniquely and wonderfully created and figure out what that's going to look like. Now, I've been a military officer, you know, I was at a firm. I was a general counsel on now with this. I think the fun thing about that is you can hold very loosely to what your vineyard is. If you know that you know what your strengths are and you know what your passions are because you just got to find a way to be able to express those.

[00:44:04] And hopefully that's within where you are. And again, that's incumbent sometimes on the employer to make sure that you're in the right seat on the right bus versus trying to have you do something else and you know, then you're gone. So, that's really what I'm trying to teach them is man, don't be somebody else be the best version of who you were created to be and what a fulfilling life you're going to have.

[00:44:25] And when you hit adversity and they will, and when you hit joy, you're still going to have a purpose. You're going to know your why, and by the way that why you know, that's a lifetime adventure and discovering what that looks like. But the earlier you can figure that out the better you're going to be. And the more impact you're going to have.

[00:44:43] Jeffrey Feldberg: Wow, Todd, that is such wise advice. Be yourself. There's only one of you play to your strengths. Do activities that have you feel good and fulfilled and everything else will work out. And all the other stuff really is white noise along the way is not important. I love that. And thank you so much for sharing that.

[00:45:00] Todd, if our listeners would like to get in touch with you online, where would be the best place to find you?

[00:45:06] Todd Wilkowski: I'm on LinkedIn. And love to keep my LinkedIn profile up and communicate with folks there. And then my email is T as in toddwilkowski[at]fbtlaw[dot]com and Jeffrey if you're willing, I'd love to continue the conversation on another podcast because I just love what you're doing.

[00:45:22] I love your innovation. And the thing that I really appreciate about you is you could be off on some yacht somewhere, just enjoying, you know, the incredible successful exit that you had, that you were passionate about helping others. And to me, there's really no retirement at the end of the day, we are supposed to give and use the knowledge that we've given and the experience.

[00:45:42] I will say that unsolicited advice breeds contempt, but I guess you get solicited advice a lot. And again, I don't see myself ever retiring. That's not because my job defines me, but because I just want to continue to give what I've learned. And oftentimes it's been through some pretty tough times and through adversity to make people better.

[00:46:01] And that's what you're doing. And I appreciate your doing that because at the end of the day you're changing some trajectory for folks. They have worked so hard to build these businesses. They deserve top-down the dollar. And so, does their family but it takes planning that takes intentionality. And so, thanks for what you're doing.

[00:46:16] Jeffrey Feldberg: Todd, thank you so much for the kind words you're having me blush. Nobody can see it, but you're having me blush with your kind words. So, thank you for that. And yes, I don't talk a lot about on the podcast probably should do a little bit more of it, but really at Deep Wealth, our big picture, a little bit of our secret agenda. Obviously, it's not a secret. I'm sharing it for anyone who will listen.

[00:46:33] When a business owner goes through the Deep Wealth Experience, they have the liquidity event and they've now had that opportunity. They look back and they realize, you know what, I've accumulated more wealth and capital because of the 9-step roadmap because of Deep Wealth. I've taken care of myself, my family, my friends financially we're set. I can't spend all this money that we have. At Deep Wealth we can't force somebody to do this, but we encourage them to find a cause or a charity or set up a foundation to make a difference. And it’s really social capitalism working at its very best that the two are working hand in hand with each other and in a very real way at Deep Wealth, what we like to say is this is how we can change the social fabric of society one liquidity event at a time. And this is my personal way of paying it forward. So, again, thank you for your kind words.

[00:47:24] For our listeners in the show notes, we'll make it so easy for you. You can just point and click to get in touch with Todd. So, Todd, as we wrap up this episode, and by the way, I'm going to take you up on your offer to come back on another episode, we'll do a deep dive. We'll find one of many interesting topics that we can talk all about. In the interim. Thank you so much for taking part of your day to be with us here on The Sell My Business Podcast and as always asking and wishing that you stay healthy and safe. Thank you so much.

[00:47:49] Todd Wilkowski: Thank you.

[00:47:51] Sharon S.: The Deep Wealth Experience was definitely a game-changer for me.

Lyn M.: This course is one of the best investments you will ever make because you will get an ROI of a hundred times that. Anybody who doesn't go through it will lose millions.

Kam H.: If you don't have time for this program, you'll never have time for a successful liquidity

Sharon S.: It was the best value of any business course I've ever taken. The money was very well spent.

Lyn M.: Compared to when we first began, today I feel better prepared, but in some respects, may be less prepared, not because of the course, but because the course brought to light so many things that I thought we were on top of that we need to fix.

Kam H.: I 100% believe there's never a great time for a business owner to allocate extra hours into his or her week or day. So it's an investment that will yield results today. I thought I will reap the benefit of this program in three to five years down the road. But as soon as I stepped forward into the program, my mind changed immediately.

Sharon S.: There was so much value in the experience that the time I invested paid back so much for the energy that was expended.

Lyn M.: The Deep Wealth Experience compared to other programs is the top. What we learned is very practical. Sometimes you learn stuff that it's great to learn, but you never use it. The stuff we learned from Deep Wealth Experience, I believe it's going to benefit us a boatload.

Kam H.: I've done an executive MBA. I've worked for billion-dollar companies before. I've worked for smaller companies before I started my business. I've been running my business successfully now for getting close to a decade. We're on a growth trajectory. Reflecting back on the Deep Wealth, I knew less than 10% what I know now, maybe close to 1% even.

Sharon S.: Hands down the best program in which I've ever participated. And we've done a lot of different things over the years. We've been in other mastermind groups, gone to many seminars, workshops, conferences, retreats, read books. This was so different. I haven't had an experience that's anything close to this in all the years that we've been at this.

It's five-star, A-plus.

Kam H.: I would highly recommend it to any super busy business owner out there.

Deep Wealth is an accurate name for it. This program leads to deeper wealth and happier wealth, not just deeper wealth. I don't think there's a dollar value that could be associated with such an experience and knowledge that could be applied today and forever.

Jeffrey Feldberg: Are you leaving millions on the table?

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Your liquidity event is the most important financial transaction of your life. You have one chance to get it right, and you better make it count. 

But unfortunately, up to 90% of liquidity events fail. Think about all that time, money and effort wasted. Of the "successful" liquidity events, most business owners leave 50% to over 100% of their deal value in the buyer's pocket and don't even know it.

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Todd Wilkowski On Why A Fractional General Counsel Helps You Get To Yes