From jumping straight to deal structure to building repeatable acquisition programs that scale, Corey Kupfer shares the exact whiteboarding process he uses with clients to create successful deal programs across M&A, joint ventures, licensing, and any deal-driven growth strategy.

In this solocast episode of the DealQuest Podcast, host Corey Kupfer walks through the five critical steps that must come before deal structure when building a repeatable deal program. Drawing on 35+ years of deal-making experience and countless whiteboarding sessions that have helped create platforms completing dozens of transactions, Corey reveals why most attorneys start in the wrong place and how proper planning separates successful programs from expensive mistakes.

WHAT YOU'LL LEARN:

In this episode, you'll discover why deal structure should be the sixth step in your process, not the first, and how to identify your personal and business motivations before pursuing any deal program. Corey shares the five whys technique from Honda's former CEO to uncover your real drivers, how to define your ideal target or partner profile to avoid wasting time on opportunities that don't fit your strategic criteria, and why your value proposition must differentiate you from competitors who may have more capital. You'll learn how to assemble the right deal team with both internal and external expertise, why building a repeatable model before doing individual deals prevents cap table nightmares and integration problems, and the power of having template documents ready to demonstrate you're a serious player. The framework applies whether you're pursuing acquisitions, joint ventures, licensing deals, franchising, or any other deal-driven growth approach.

THE WHITEBOARDING PROCESS:

Most clients come to Corey asking about deal structure. What should the terms be? Should they pay cash or offer equity? What about earnouts? These are important questions, but they're not where you should start. After doing whiteboarding sessions with countless clients over 35 years, Corey can say with complete confidence that every single one has gotten significant value from the process. The firms that skip these steps end up with inconsistent deal structures, cap table problems, and integration nightmares. The companies that do this right create efficient, repeatable processes that let them scale their deal programs.

THE INTERNAL JOURNEY:

Corey often talks about things other lawyers don't discuss. He focuses on the internal journey, making sure business leaders and executives move forward on deals from the right place. When you get to wherever you think you want to go, you should actually be happy and satisfied, and it should help you achieve your objectives and goals. Too many entrepreneurs pursue growth strategies based on external pressures or assumptions about what they think they should be doing, based on entrepreneurial wisdom out there. They grow and do things in ways that don't actually end up making them happy and satisfied and aren't necessarily best for their business.

STEP ONE: START WITH YOUR WHY:

The first question in every whiteboarding session is why. Not just the corporate why, although that matters. Corey wants to know your personal why as the founder or executive driving this strategy. If your why is geographic expansion because your clients need services in other markets, that's legitimate. If your why is adding capabilities that will create a better integrated client experience, that works too. If your why is increasing enterprise value before an exit in five or ten years, there's no judgment about that. You just need to be clear on what drives you, because that clarity will shape every subsequent decision.

Corey uses the five whys technique, which comes from the former CEO or chairman of Honda. You ask why five times, going deeper with each question. Why do you want to grow? To get bigger. Why do you want to get bigger? To serve clients better. Why will that serve clients better? Because they have needs we currently send elsewhere, and integration would improve their experience. Why does that matter to you? Because I genuinely care about my clients and believe this will make them happier while helping our company grow. That depth of understanding separates deal programs that succeed from those that become expensive distractions.

STEP TWO: DEFINE YOUR TARGET PROFILE:

Once you know your why, you can determine who you should be targeting. This is where many firms waste tremendous time and energy. Doing deals is a distraction from running your business, especially if you don't have a dedicated corporate development team with finance people, legal resources, and integration specialists. You need to be surgical about who you pursue.

Think about the wealth management space, which Corey works in extensively. There are huge numbers of buyers right now. The market is incredibly competitive. If you're trying to compete with private equity backed aggregators on their terms, you'll lose every time. They can pay top dollar, close fast, and offer the second bite of the apple through rollover equity and multiple arbitrage. If you don't have PE backing, you need a completely different value proposition. Maybe it's culture. Maybe it's the opportunity for advisors to expand their service offerings. Maybe it's taking administrative burden off retiring founders so they can focus on what they love. Your value proposition should be authentic to who you are and what you can actually deliver.

STEP THREE: ASSEMBLE YOUR DEAL TEAM:

Before you start actively pursuing deals, you need to know who will be on your deal team, both internally and externally. This includes whoever sources deals for you, whether that's an internal corporate development person, an investment banker, a recruiter, or a consultant. You need financial expertise, and it better be someone with deal experience. Accountants, CFOs, and controllers who have never worked on transactions are very different from those who have. The same goes for legal. Your general corporate lawyer is not the person to build your deal program. Then you have all the integration functions. Technology integration. HR and culture integration. Client communication and retention strategies. You might not have every person in place on day one, but you need to know what roles are required and have a plan for filling them before you close your first deal.

STEP FOUR: BUILD YOUR MODEL:

This is where most companies make a critical mistake. They do deals opportunistically without creating a consistent model first. Someone approaches them, they negotiate terms, they close. Then another opportunity comes along, they do it differently. After three or four deals, they have completely different structures with different equity classes, different earnout provisions, different everything. This creates massive problems. If you have different classes of equity, your cap table becomes a mess. If sellers talk to each other and realize they got very different deals, you have credibility issues and potential legal exposure. Integration becomes nearly impossible because you don't have standardized processes.

The best acquirers find their model and make it repeatable. They have template legal documents. They have standardized financial analysis and underwriting processes. They have systems for due diligence and integration. Every deal follows the same fundamental structure with minor variations based on specific circumstances.

When you build your model, you're deciding the big conceptual components. Are you doing all cash deals or creating an equity class for rollover? How much will you pay upfront versus over time? Will you have retention requirements tied to revenue or client retention? What about earnouts for partners who stay involved in growth? In service businesses where client relationships matter, you almost always want some backend money contingent on retention. If you're buying a manufacturing business with hard assets, the calculus is different.

STEP FIVE: DRILL DOWN TO DEAL STRUCTURE:

Once you have your model, you can determine the actual deal structure for individual transactions. What specific equity class will you offer? If you're an S corp, you can only have one class of equity. Will you restructure as a C corp or an LLC to offer different equity terms? What exact percentage will you pay upfront versus backend? Over h