Most founders wait too long to prepare for a sale. By the time they start thinking seriously about it, value has already leaked, risk has already built up, and the deal gets harder than it should have been.

In this episode of The Deal Factory, Jeff Harkness sits down with M&A attorney Stephen Katz of Connell Foley for a brutally practical conversation about what business owners need to do long before they ever go to market. They break down the legal, structural, tax, and leadership decisions that can either protect enterprise value or quietly destroy it.

Jeff and Stephen unpack transaction bonuses, phantom stock, profit interests, rollover equity, operating agreement traps, employment agreement landmines, estate planning, I-9 compliance, and employee classification. If you are building with the hope of one day selling, raising capital, or creating real wealth from your company, this episode will help you think several moves ahead.

Key discussion points

• Why founders should prepare for a sale from day one

• The hidden cost of waiting too long to clean up legal and structural issues

• How transaction bonuses, phantom stock, and profit interests actually work

• Why rollover equity is not as simple as buyers make it sound

• The operating agreement terms that can come back to hurt founders after closing

• How employment agreements can quietly threaten your equity and economics

• Why tax planning, estate planning, and entity structure matter well before a deal

• The compliance issues buyers are digging into harder than ever