Think You’re Ready to Sell? M&A Lawyer Matthew Fornaro Reveals Why You’re Not

You’ve built your business from the ground up. Maybe you’re dreaming about cashing out and finally taking a breath. But what if the thing that kills your exit isn’t the market, the buyer, or the numbers? What if it’s your legal paperwork?

On this episode of The Deep Wealth Podcast, I sat down with Matthew Fornaro. He’s a seasoned M&A lawyer who’s seen what really happens behind closed doors when deals fall apart. His message is simple. Most entrepreneurs are walking into exits blind, and it’s costing them everything.

He Left Big Law to Help Business Owners Like You

Matthew started his career in big law firms with tall buildings and fancy titles. On paper, it looked great. In reality, he felt like a cog in a wheel. He had zero connection to the people he was supposed to be helping.

So he left. He opened his own firm and decided to work directly with business owners. Why? Because he grew up watching his father run a small business. He understands what it feels like to carry the weight, make payroll, and take risks with your own name on the line.

That perspective changed everything. Matthew isn’t just a lawyer. He’s someone who knows how hard you’ve worked and what’s at stake if your deal doesn’t close.

The Legal Mistakes That Blow Up Deals

Here’s what happens all the time. A buyer makes an offer. You’re pumped. Then due diligence starts. That’s when they dig through your business records to make sure everything checks out. And suddenly there are problems.

No bylaws. No stock issuance documents. No signed contracts. No employee handbooks. The buyer gets nervous. They ask more questions. Then they walk.

Matthew sees it again and again. Deals crash not because the business is bad, but because the legal structure is a mess.

His advice? Start treating your business like it’s going to be sold. Because one day it might be. And when that day comes, you don’t want to scramble.

Corporate Paperwork Isn’t Boring. It’s Protection.

You might think annual meetings, shareholder agreements, and job descriptions are just boring paperwork. They’re not. They’re your shield.

If your records aren’t in order, your business starts to look less like a company and more like a side hustle. That’s when buyers hesitate. And worse, that’s when lawsuits find cracks to crawl through.

Matthew explains it like this. Your business is its own legal entity. If you mix your personal life and your business too much, the protection disappears. And someone could come after your personal assets.

Bottom line: keep your business clean. Stay organized. Don’t give anyone a reason to poke holes in your deal.

You Need a Business Plan, Not Just an Idea

This part surprises a lot of people. You need a written business plan. Not a pitch deck. Not a few notes on your phone. A real plan that lays out how your company runs and where it’s going.

According to Matthew, buyers can tell within minutes if you’re running a business or winging it. And if you’re winging it, they’ll either walk or lowball you.

Your plan should cover how you make money, who’s in charge, how decisions get made, and what happens if someone wants out. Update it regularly. It’s not a school project you do once. It’s a living document that helps you lead and helps others trust what you’ve built.

Lawyers Should Help You Close the Deal, Not Kill It

Not all lawyers are deal-makers. Some focus so much on protecting you that they scare away everyone else. That’s not Matthew’s style.

He tells you the risks. Then he lets you decide what you’re comfortable with. He’s not here to take control. He’s here to make sure you know what you’re getting into, and then help you get the deal across the finish line.

That mindset matters. When you’re in a deal, you need someone who can protect you without dragging everything down.

Don’t Wait for the Buyer to Spot the Problems

Most business owners wait until a buyer shows interest before getting serious about their legal stuff. That’s too late.

Matthew says it’s easier and cheaper to fix things now than to try to patch them up later. You don’t want to be the person who loses a deal over something that could have been handled six months ago with a good attorney and a couple hours of work.

Whether you’re starting from scratch or have been running your business for years, there’s always a way to get your legal foundation in order. Don’t wait.

He’s a Lawyer, But He Thinks Like an Entrepreneur

Matthew isn’t just reading contracts and quoting statutes. He’s thinking about how decisions ripple through your business.

He’s seen what happens when a bad contract tanks a relationship or when a missing clause costs you leverage in a deal. He knows how stress builds when your foundation isn’t solid.

That’s why his advice goes beyond documents. He helps you think strategically. He helps you move with confidence.

The Clock’s Ticking

Every day you delay this work, you’re risking your future exit. You may not feel it now. But when the deal is on the table, and buyers start asking questions, it will be too late to wish you had done things differently.

Start small. Review your documents. Get clarity on your ownership. Write the business plan. Talk to someone like Matthew.

Protect your business now so you can sell it later. You deserve a win, not a warning sign.

Listen to the Full Episode

There’s a lot more we didn’t cover here. Matthew shares specific strategies, real stories, and practical advice you can use right away.

If you’re serious about selling one day — or just want to run a tighter ship — this episode is worth your time.

Listen to the full conversation with Matthew Fornaro on The Deep Wealth Podcast.

It might be the smartest 45 minutes you spend this week.

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