Hans Sperling - Important Legal Issues to Address Well in Advance of Your Business Sale (H3017)

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Welcome to the Exit Coach radio show, the show for baby boomer business owners who are looking for cutting edge information as they plan their 3 to 10 year business succession and exit. Every week we interview top professional advisors for their best tips, strategies, and precautions so you can be well planned and don't miss. Our one minute exit coach tip of the day on exit coachradio.com. And now here's your host, the exit coach, Bill Black. Welcome back, everyone. My next guest is Hans Sperling from Sperling Law Corporation in Los Angeles. Hans, welcome to the show. Thanks, Bill. It's a pleasure to have you here today. We've been talking on the telephone and Ah, what we're going to talk about are some important legal issues for business owners that are planning to sell their business in the future, and that's an area that you're very well versed in. But before we jump into that, I always like to give our listeners a sense of who they're, who they're listening to. So give us a little bit about your background, Hans. Sure. Well, first, thanks a lot for having me on and, ah, happy birthday. Oh, thank you very much. Sure, um, so I'm a, a corporate and business attorney. I've been doing it about 13 years. Um, I spent some time in Japan, so I've done a lot of international business deals as well and, and a lot of domestic too, um, and my clients are usually small and medium sized businesses, uh, and sometimes big businesses but usually medium size, um, in all kinds of business deals that, uh, that, that a business might have to do whether it's a commercial lease or setting up their company, selling the company, getting investors. Mhm. So any area of the law, you're, you're there as a resource for them, and you're, how long ago did you start your firm? I started my own firm about 3 years ago and, um, and yeah, I'm kind of a resource for any area. Some areas are highly specialized and then I, I pull in a lawyer who, who's specialized in that area. But, but for the regular set of transactions that a business would normally do, that's, ah, that's what I focus on. So just a a good go to resource for any business owner that says this might, I, I need someone in my court who's gonna handle legal issues that come up from time to time. Ah, let's talk to, to Hans Sperling and his law firm. Um, and what types of legal issues could a company have that might be a problem when the owner goes to sell it? Mhm. Well, there's a couple things. One thing is what I call legal maintenance of a company. Um, there's all kinds of, you could say paperwork and I like to think it's a little bit more complex than that, but there's a lot of things that need to be done and maintained. Um, you have all your contracts that that should be in good shape and your corporate law things, their securities laws, all these things, um, and if they're not in shape, it can make it more difficult to sell the company, um, just like anything else, you know, if you, if you're selling your car and it's in bad shape, ah, someone's not as interested in buying it, and of course you have that risk of being sued after if they don't, they, you know, they, they didn't get what they thought they were gonna get. Um, that's really where the, the risk comes from the problems. So some kind of a legal audit maybe, right, like a checklist of all the things that you have out there, even though you might not think it's consequential to the sale, it might make a big difference down the road, right? That's exactly, that's a really good way to put a legal audit. Um, sometimes it's called due diligence. The buyer and the buyer's lawyer is gonna do that on your company before they buy it. There's also they're gonna have accountants who can look at the numbers. Um, so what you wanna do is You know, do it yourself first so that you know and you can fix things and, um, you know, correct any resolve any issues then that, uh, that'll make it easier, uh, when you go to sell. Excellent idea. So, ah, if someone's contemplating, let's say in the next 2 to 3 years, um, should they do that sooner rather than later because do some of these things take time to fix? Yeah, absolutely, um, that's a great point. Sooner is always better. Um, the first thing to consider is, um, It could take time just to find a buyer. It depends, you know, what kind of buyer you want and how specific your company is. I know of cases where people have looked for 2 years to find the right buyer, uh, so you definitely want to start on that early. That's, um, that itself, finding a buyer isn't something that the lawyer would help with. But then pretty soon after that you wanna, you know, get into that, start looking, getting your company in shape, um, especially because sometimes there's problems that kind of go back. The sooner you fix them, the, the less of a problem that they are. Um, so yeah, um, and the more time you give a lawyer, like it's like anything else in life, you know, to do it carefully, to do it right, the more smoothly it goes, the more predictable, the fewer problems. And it is an important transition time for a lot of people, especially our listeners who are generally over age 50, and they're saying maybe in the next, I don't know, 3 to 10 years there are probably some things that I should. Not do more in my business. Maybe there are clean up things that I have to do, and the legal issues are some of the most complex issues that they need to take to take care of. So, um, how would someone, um, uh, approach you for something like that? What would be the, what, what do you hear from most business owners first on on approach. Um, so first it depends where they are in the process. It's really great if they come to me and they say, um, as, as you suggested a minute ago, I'm planning to sell my business in a couple of years, um, you know, what should I do? Where do I get started, and then we can do it in a very kind of slow, calm way. Um, a lot of times they'll come to me, they maybe already have a buyer, um, sometimes it's a rush transaction for whatever reason. Um, but I think people who have owned their own business probably built it up over decades. Um, you know, this is maybe the biggest transaction of your life. This is maybe your retirement money too, um, and you want it to go smoothly and, you know, why, why, why make it more stressful, um, for yourself, but, um, but they'll come and we'll, we'll look through and we'll see what kind of, um, what issues exist. Do you get involved with people who have an international buyer that approaches them, maybe someone from China that wants to buy a manufacturer over here or something like that, and how tricky are those kinds of transactions when you're dealing with different language barriers and currencies and And terms and all that type of a thing. Yeah, that's an excellent question. That's a lot more common, you know, now, especially smaller companies. International transactions used to always be, you know, the IBM and the Chevrons. Now it's everyone, you know, I have companies that are two people who are already doing international deals. Yeah, that introduces a whole new set of issues, um, and we oftentimes are dealing with lawyers in the other country, maybe representing the other side, um. But yeah, and there's also special legal issues that can apply to international business deals that are, you know, not exactly the same as a purely domestic deal. There's cultural issues. Um, I've worked with people obviously a lot in Japan, but. Ah, in China, in the, the Middle East and Europe, so I have a lot of experience, um, kind of, ah, seeing those issues hopefully before they, they really come up and become a problem and try to make it go smoothly for the client. I is there a reason for concern for US manufacturers that get approached by someone who says, I want to buy in 20% and I'm from China and, and, ah. Ah, is there reasons for concern? Do you have to put on the brakes sometimes because it's very emotional when a buyer gets or seller rather gets approached by a buyer. It's very emotional. Ah, do you have to pump the brakes sometimes and say, hold on a second, because this could be just a way for them to get your trade secrets and, and run away with your, your, your business. Absolutely. I mean, I think even a domestic transaction, you know, when you kind of see the money, maybe you've been working a long time to find a good buyer. Um, so people wanna, you know, strike while the iron's hot. So, you know, a lot of what we do sometimes is saying, well, let's let's slow down a little bit and make sure we do this right. Um, but with international, as you're saying, there's, uh, it's that much more risky. Yeah, they could be trying to get your intellectual property. That's very common, uh, we protect you from that. Um, and the other thing is, um, if you're manufacturing or you have some technology that might be sensitive, um, and it's not necessarily obvious, not necessarily a missile. Um, it could be there's magnets, there's, you know, lasers, sensors, um, all kinds of things you might not think of as being military sensitive. There's a whole other area of the law, um, that, that covers that, so that could be an issue. And there's also something called the Foreign Corrupt Practices Act which when you're dealing internationally, you have to be very careful because in some cultures, you know, they might not look like bribes, but gifts or so on, um, are common. Um, and you have to be really careful to stay on the right side of, of the law, especially, you know, the US law. This is fascinating. Ah, Hans, thanks very much for that first segment. We're going to come back in a minute, and we're going to talk about some client stories, tips, ideas, and precautions for our listeners, and we'll be right back after this moment. Business is risky. Sperling Law Corporation navigates the legal waters, helping businesses to avoid hidden hazards. Sperling Law is in the middle of the business ecosystem helping its clients to thrive there. Sperling Law seeks to be businesses everyday counsel advising decision makers. deals done, managing legal issues, and reducing your legal risk. Sperling Law Corporation advising business. Contact Hans Sperling at 213-236-3677. That's 213-236-3677. Hi everybody, this is Spike Riel with the Exit coach. Business owners, can you name the 8 key value drivers that you and your manager should be focusing on to increase the value of your business? Introducing the Sellability score index. Visit our website and answer 25 questions about your business, and you will instantly receive your sellability score, showing you how well you stack up in the 8 value driver areas. It's a great management tool. It's absolutely free for our listeners. Just visit exitcoachradio.com and click get my Sellability score. Welcome back friends. Just a reminder that to hear highlights of this interview and to listen to all of the interviews and highlights of our many past guests, please visit us online at exaoachradio.com, where we upload new content every day. I'm talking with Hans Sperling of Sperling Law Corporation, who is a wealth of information for business owners that are wondering what do I need to do to get my business ready and prepared from a legal standpoint and maybe just a little questions that people have about. Ah, situations that they're dealing with on a day to day basis. Uh, you're a great resource, it sounds like for them, Hans. Um, tell us a, a client story or two about someone that you've worked with. Give us, give our listeners an example of someone that came to you and, and you worked with them and what was the outcome. Sure, uh, I'll tell you something that happens all the time is that, uh, A company is going to sell, um, and they've not really been really careful about their legal issues. They, they've signed contractors, but maybe they've read them, but they haven't maybe negotiated the legal points. They negotiated the price and those kinds of things. Other legal issues, maybe they're their board meetings, maybe they didn't hold every board meeting, maybe they don't have minutes for all of them, um, and, ah, you know, the buyer sees that, that's the first thing they do is look through all those documents to see what they're buying. And, um, at the very least they're gonna want them to be fixed to the extent they can be fixed at that point, but that's how they evaluate what it is they're buying and what risks they're buying, cause when they buy the company they're buying the company's risks along with it. Um, and so what we do with that client, if I'm representing the seller is, you know, go through before you have a buyer going through it, we go through it, clean it all up, get it in good shape. Um, that can save a deal because a buyer will kill a deal if, if they think there's too much risk or there's surprises, they get into it and there's a, there's a lot of surprises they weren't looking, looking at. So it's creating this again we talk about this a lot, but this transferable entity and how transferable is your business right now you need someone to be looking at all the legal documents that you have structures and and things like that because as you say, uh, it's only a matter of time before their council is going to find it. So it's better to get it done. And the other thing is, are, are most buyers that are, I'm sorry, sellers that you work with. They still have to mind their own store during all the while all this is going on, right? Right. Which is another reason to, um, to leave more time, uh, otherwise, you know, you're gonna create a lot of stress for yourself. And another important issue is, you know, uh, transitioning. It's not that common to sell a business one day you take the money, give them the business, and leave. A lot of times they want you to stay on for a while to, to kind of teach them the business, hand over your contacts. Um, or maybe you're selling it to a family member or to one of your managers or something like that, and there's gonna be maybe a year. I've seen as many as 3 year where you're still involved. Obviously you're kind of less time, you know, less, less of your energy that has to go into it, but you want to think about that when you're planning it out too. There's all kinds of situations that can come up there, for instance. You might have key employees that you want to assure or even family members you want to assure they're gonna have a job after the transition and need to negotiate those. The, the bottom line here is there's a lot of things to think about and, ah, they need someone like yourself to say, hey, we don't have to take this contract as is. Or this this deal as is, we need to think about this particular situation and maybe tweak this or tweak that and and get you something that works for you. Every deal is different, you know, we tend to think of contracts as being forms because most of the ones you see in everyday life are just forms and you sign them or you don't, but actually, um, especially a big deal like this, um, they're negotiable to whatever extent you can negotiate them. And even, you know, not looking at it as a, as an argument with the other side, but as you were just kind of alluding to, it needs to be specific to your deal. You don't want to have documents that describe a deal that's different from the one you have because then if you ever have to go back and enforce the document, it says something other than what the reality was and no one knows what you really meant, um, that kind of negates the whole point of having a contract, which is to know what you, what your deal is, right? Um, so yeah, absolutely, and I've also seen a guy recently who was concerned not only about family and so on, but also with, um, his customers. He wanted to make sure that the people buying his products, um, you know, had a continuous supply because they need it for their business. Well, when you're, when you're working with, um, do you have any other client stories, by the way, do you have another one that you can share with us or someone that's come in, uh, that's maybe a service oriented or smaller business or or something along those lines, um. You know, I can, I can think of a guy right now, um, has a small business and, um. Went into it with another partner, so there was originally two. This is also very common. A couple of years go by and um the other partner just isn't doing that much and maybe really isn't that interested. It just kind of shakes out that way sometimes, a lot of times, um, and you want to get that person out so that that person isn't exposed to risk from the business so that you don't have this person who might not be participating but who has votes who could come in one day and say, you know, I'm, I'm not happy with what you've been doing even though I haven't, you know, been, been being involved. Um, so then there's a negotiation process and then there's a process of, uh, of doing the deal, to really kind of legal technical stuff, negotiating that and, and getting the guy out and, um, those are the kind of situations that could be argumentative, could be unpleasant, but they don't always need to be. They can go quite smoothly. OK, uh, In those kind of situations, can you help business owners negotiate out, uh, a partner out if if they're not pulling their weight and they feel like, you know, for this to continue because I think we see a lot of situations. Ah, where maybe there's an older partner and a younger partner and the older one's ready to retire and the younger one wants to continue their timelines don't match up for selling the business and obviously one of the most difficult things to do is to buy someone out with the cash flow of a business. So do you get involved in those kind of discussions and negotiations as well? Sure, sure, absolutely. Um, sometimes they've worked it out if they have a good relationship on their own and then they just need the, the legal work done, but, um. Sometimes, ah, you know, you get involved a little bit earlier, but absolutely that's exactly the kind of, if you want to call it technical problems, you know, sort of solving the timeline problem that, um, that I would do, and that frankly I think, ah, any good corporate lawyer should be doing. People think of lawyers as, you know, fighting all the time. Um, but I think in, in these kinds of context, we should be problem solvers. You should be a problem solver. Who else, who else is important to have on the, on the advisor team for business owners in your mind? Yeah, absolutely. Um, you may have your own accountant or sometimes use an outside accountant, but, um, that's, that's really critical. It's a good idea to have someone, uh, maybe who, ah, just like lawyer has some exposure to these transactions. If it's international, even more so, and then there's gonna be special tax issues, regular accounting issue, tax issues. Um, so that's very important. Sometimes you're gonna have some kind of advisor like an investment bank or something like that business broker who, um, helps you sell the business, you know, on the business side, um, sometimes not, sometimes people find a buyer, um, on their own. We're going to take another short break and when we come back we're gonna talk about those tips, ideas, and precautions for business owners with Hans Sperling. We'll be right back. At Exitcoachradio.com, we're interviewing over 100 top advisors to get you one minute tips, ideas, and precautions so you can be well planned. We upload new content daily at 6 a.m. and 1 p.m. Exitcoachradio.com. Come listen for us. Would your business survive a disaster? Nearly 2/3 of businesses aren't prepared for an emergency, and 40% of businesses that experience a disaster never recover. Make an emergency plan now before it's too late. For a free online tool that helps you develop an emergency plan to keep your business up and running should disaster strike, visit ready.gov/business, brought to you by the Federal Emergency Management Agency, the American Red Cross, and the Ad Council. Welcome back friends. We're talking with Hans Sperling of Sperling Law Corporation, and Hans, one of the cornerstones of a, uh, business agreement, uh, is certainly the buy-sell agreement between business owners and shareholders. It's what holds basically all the glue together. Um, one of my questions for you is in in LLCs, which have become a very popular type of a business entity, do members of LLCs need Ah, buy sell agreements outside of what's in their, their operating document in your mind? Generally, yes, um, a lot of times the provisions in the operating agreement are not that detailed, um, and they were also written before they knew what the deal was and they know the specifics of what they're doing, um. But sometimes, ah, depending on the situation, the buy-sell agreement might be relatively simple, it might be just a buy-sell agreement, more complicated, um, situations, maybe more detailed buy sell. Um, often times there's a lot of other little documents that, um, I can't really list them because every situation is different, but whatever little wrinkles and quarks of that particular deal, um, are taken care of then. What are some of the, ah, common shortfalls or shortcomings of some of the documents that you see as an example that you'd say, boy, I've seen this before, here we go again, ah, um, there's a few things. I mean, in terms of, um, the existing documentation of the company, a lot of times there are maybe contracts where, um, they've signed. Representations and warranties that actually are not, you know, they, they can't actually live up to when they negotiate a deal, they looked at the price, they looked at the things that affect them operationally when do I have to deliver, when do I have to do this? Um, maybe they didn't hire a lawyer or they didn't have enough time, they just didn't get into those details or maybe they didn't know they could negotiate them. Maybe they thought this is a take it or leave it. Maybe it was take it or leave it. In fairness to them, maybe they had to, um. So, um, that's very common and, um, sometimes that can't really be fixed because you can't necessarily go to the other side and expect them to, you know, adjust the contract to make it worse for them after, you know, years, um, but still you can let the buyer know that prospective buyer know those things up front. Um, and that might be kind of counterintuitive, but it makes them feel, uh, gives them a level of comfort. Any, any business you buy has, you know, there's something wrong with it. It's like, you know, a car or a house, it's they're never perfect, um, so they know up front and they can deal with them and make whatever adjustments, um, uh, need to be made. OK. Well, it seems like there's always going to be something that they need to talk to you or someone like you about, and, um, there's always gonna be a need to get on that before they're really into a negotiation phase with the buyer like you say at that point. Yeah, you're, you're busy, you're still busy with your business. You're trying to sell it. You're hoping to sell it. Ah, they're looking for why should we not sell it or what should we negotiate back for. So going in with a game plan is really important. Along those lines, what are some tips or ideas or precautions that you could share with our listeners about how they should start now to prepare or get ready for these types of things? The first and best thing that you can do. I have what I'll call a general counsel, you know, just your regular business lawyer. It's not necessarily, in fact, it's usually not the same person that's handling a lawsuit for you cause it's a different area of the law. Um, you know, bigger companies will have someone full time. Huge companies might have 50 people full time, but, um, but you know, you can have, you don't have to have a whole lawyer, you can, you know, Have someone a few hours a month or something taking care of all those legal issues so that it's again to make the comparison to a car, it's like doing your scheduled maintenance on the car and keeping your DMV stuff up to date or whatever, um, so you go to sell it everything's pretty much in good shape, not a lot to fix. Um, that's really, really good and not only for selling, but that helps you avoid other problems, help you avoid lawsuits, help you avoid, you know, disputes with, uh, with a vendor with your customers along the way that can hurt you. Um, but it makes it really nice when you get to the end, um, to sell and things are in pretty good shape, reduces your stress level. Um, so that's great if you can do that. Um, another thing I would say is, um, and we kind of alluded to this before, but, um, plan to put some, some time and energy to it, you know. Uh, leave time, know that it's gonna be a process. You're gonna have to find a buyer. You're gonna have to sit and think about, you know, what you want the sale to look like, um, what you want your transition to look like. Um, sometimes you might want to just take time and think about those things, talk to your lawyer, um, you know, find out what the issues are, and then have time to think about it, make good decisions, cause they might be some of the most important decisions that, ah, that you make, so. Um, leave the time. Don't, don't create more stress than, you know, don't make more stressful than it needs to be, um. And I guess the only other thing I would say is I think that your lawyer, this kind of lawyer, your corporate, your business lawyer, should, should be in a way your business's best friend, that kind of knows your business pretty intimately, knows what what it's concerns are, knows what it's weaknesses are and its strengths are, especially legally and the legal environment it operates in, um, so that it can, it can be more, it can be more helpful. Um, and you should, I think, feel that, that, you know, this lawyer is our business, his friend if they feel like they're your business is, you know, adversary or, you know, enemy, um, you know, maybe it's better to get someone who you're, you're comfortable with to do these really important transactions. I can imagine. I, I talked to a lot of business owners that are, ah, ah, almost afraid to call their attorney because they know it's gonna be. Ah, maybe they don't have the relationship with them. I think that might be what it boils down to is they just don't feel like they have a personal relationship. It's just cut and dry and I get a, a large bill for it. And what you're saying is that your lawyer, your attorney should be your best friend as far as knowing all about what's going on because someday we're gonna have to either transfer this business or protect it or in some way. Uh, we're gonna, we're gonna be in a, in a transitionary or negotiating situation, and the better prepared we are for that, the smoother it's gonna go and the less it'll cost you in the long run. So a lot of people think, well, if I don't call my attorney, I'll save some money, but in fact they're, they're, it's like the old Mr. Good wrench commercial. Pay me now or pay me later, right? Yeah, yeah, that's exactly it. Um, you know, it, it seems expensive, um. You get one good lawsuit against you and, and all of that legal work up front that you could have done but didn't starts to look really, really cheap, you know. The other thing is that, um, I mean lawyers probably like everyone else, you know, we, we want to be paid for our work, but, um, but your lawyer should kind of be working with you and make it something that, uh, that you can afford or at least, you know, you try to and, and, and, uh, uh, do something that's good for everybody, uh. Because otherwise you create that apprehension in people and they just don't call a lawyer. It's, uh, you know, until it's sort of too late and then you can't fix all the problems, it's more expensive, uh, which is just kind of a pity that that dynamic takes place because it's really a lot better, um. You know, to work together up front. One thing I would say as far as that fear of fees is, you know, talk about it with a lawyer right away, you know, they should be willing to talk about it with you. Shouldn't be such a huge shock at the end, you know, sometimes there is a little sticker shock. People don't realize how much it costs, but that can be avoided. Well, you're always going to have the situations that you were unforeseen and, and you probably should have planned for, and now they're there and Ah, it's an emergency situation, and those are going to be the expensive things, but is there a budget or um an amount that a business owner might think about, you know, I should budget $10 to be preventative with my attorney, uh, and go in and get these things done. Uh, do you have any, any thoughts on anything like that? Yeah, um. It's very difficult to give just a number because every business is different and has different, a different legal environment, different number of deals that it does. If every deal you do is the same, then each one doesn't take that much legal work. Maybe it doesn't really take much of any. If everyone is very specific and unique, then I mean if each one needs a lawyer to do it. Um, what I try to do, I have, um, an arrangement that I do sometimes where we try to predict what legal work company's gonna need for a year typically. Um, with everything and then break it into months and turn it into kind of a monthly payment thing, very predictable as long as nothing big comes up they don't, you know, get sued or have a huge, um, fight or something like that, um, instead of, you know, going through a deal or going through a process, not realizing how much time they've they've been using of their lawyer and then they get a big bill, try to, um, to help uh reduce their legal fee risk if you will as well. Yeah, cause it seems like if one scary thing about a legal audit would be, oh my gosh, I wonder what they're, what all we're going to find. Um, so leading up to that's why again, uh, another reason for spreading out your planning, your pre-planning for, for being ready for sale, uh, which is a lot of what we talk about is get your business ready for sale and transferable, spread out your pre-planning so that you're not getting hit with everything all at once because it can be really expensive. It might be your, your legal audit might come up with. Well, there's, there's 6 things that we need to fix over the next couple of years. Uh, instead of doing it all at once, let's prioritize and and attack those one at a time and budget for that, and it makes it a lot easier to, to get prepared. And that's also in effect what you're doing is you're taking that big cost that you could have been hit with at the end and spreading it over time, which is always easier, you know, to pay. Um, so that can be very helpful, ah, absolutely. Well, in, in our typical exit plan exercise that we put people through, there's generally 15 to 20 tasks or strategies that need to be done, and a large number of them are done by the legal team ultimately. So it's better to know what all those are and then be able to prioritize and spread those out and then you can work with someone like yourself to create a, a, a workable scenario rather than all at once, uh, the buyers are coming back to you saying there's 10 things that need to be fixed and you're again, what most sellers don't realize is they're still trying to run their business. It's, it's not less hectic at that point. There's just more going on and, and there's a lot riding on the outcome of that. Well, this has been very interesting. Um, how do people Ah, get in touch with you and your law firm and, uh, tell us a little bit about what they, what they'll find out when they, when they get to your website. Sure, so my website is www. Sperlinglaw Corps in corporation, Sperlinglawcorp.com, and, uh, if you go there, you'll get a little information about different kinds of, um, business deals that, uh, we do, you know, categories of business deals, um, and, uh, uh. You can kind of see there, you know, say, OK, those are the kind of deals that we do, and you know, do they do them or do they do that general category, um, and then you can, um, you can email me there. There's a place for sending emails or you can call, um, 213-236-3677. Um, or email me at hans H A N S. Sperling S P E R L I N G at Sperlinglawcorp.com. Now if someone were to call you and say, Hans, I heard you on the show and I've, I've got a situation or I want to talk through some things with you, uh, what kind of offer do you make to to people when they first call in? Do you offer them any type of consultation or? Yeah, yeah, absolutely. I usually try to sit down with them once. Not worrying about fees, not worrying about, you know, they're gonna run up a big bill for one meeting to get an idea first if I can help them, it might be something highly specialized, it's not what I do, or that, you know, there might be someone for whatever reason, maybe they're in a really specific industry that you want someone that has a special regulatory scheme and they really need someone who just does that all the time, whatever, um. Sort that out. Can I help them try to get a sense for how big a project it is, um, try to see what kind of arrangement we can make to work together that works for everyone, um. Without having to worry about uh about running up big fees for that, so yeah, I would consider that normal to do that, yeah. And you and I both have a huge resource in that we both belong to a group called Provisors, which has a tremendous number of other legal, tax, uh, financial, all types of professionals in there, so you have a great resource there as far as being able to say, look, I can't help you, but I know some people that can help you, so. Ah, get in touch anyways and let's see, let's, let's talk through it. Exactly. Provisos is a great organization for that, and, uh, I also just as a matter of course, try to keep up contacts with other kinds of professionals and people, um, that I can refer people to that I can pull in on a deal. Um, to help you, um, work through your problem, your issue. Well, I really appreciate you coming in. Hans. It's been a pleasure, and, uh, we're, we're gonna have your interviews back up on the, on the website very quickly. I've been talking with Hans Sperling of Sperling Law Corporation, and we'll be right back after this moment. 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