Think You’re Ready to Sell? M&A Lawyer Matthew Fornaro Reveals Why You’re Not (#443)

Send us a text Unlock Proven Strategies for a Lucrative Business Exit—Subscribe to The Deep Wealth Podcast Today Have Questions About Growing Profits And Maximizing Your Business Exit? Submit Them Here, and We'll Answer Them on the Podcast! “Live your life, do the best you can, and always believe in yourself.” -Matthew Fornaro Exclusive Insights from This Week's Episodes M&A Lawyer Matthew Fornaro joins The Deep Wealth Podcast to reveal the silent legal traps that kill deals, slash valuat...
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“Live your life, do the best you can, and always believe in yourself.” - Matthew Fornaro
Exclusive Insights from This Week's Episodes
M&A Lawyer Matthew Fornaro joins The Deep Wealth Podcast to reveal the silent legal traps that kill deals, slash valuations, and send buyers running. Drawing from two decades of experience, including time at top AMLA 200 law firms and his work guiding entrepreneurs through exits.
00:01:00 How Matthew Fornaro went from big law to helping entrepreneurs
00:09:00 What it really means to work at an AMLA 200 firm—and why Matthew walked away
00:12:00 The #1 legal mistake that destroys exits before they begin
00:14:00 Why due diligence begins on day one—not deal day
00:18:00 Deal maker vs. deal breaker: How the right lawyer protects without killing the deal
00:26:00 Why legal generalists put your exit at risk
00:30:00 The power of proactive legal planning—and how it pays off in your exit
00:40:00 AI, changing laws, and how modern legal risks are evolving
Click here for full show notes, transcript, and resources:
https://podcast.deepwealth.com/443
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443 Matthew Fornaro
Jeffrey Feldberg: [00:00:00] Matthew Fornaro knows exactly what it takes to protect, grow, and guide businesses through every legal twist and turn. Matthew is a seasoned business law attorney since 2003, helping entrepreneurs and companies navigate complex commercial litigation, contract disputes, construction law, intellectual property, and so much more.
Before launching his own firm, Matthew honed his craft at two of the nation's prestigious AMLA 200 law firms. But Matthew's impact doesn't stop at the courtroom. As both a graduate and instructor with programs like Kauffman Foundation's Fast Track New Venture and Florida State University's Jim Moran Institute for Global Entrepreneurship, he's deeply committed to mentoring the next generation of business leaders and attorneys.
Whether it's drafting airtight business documents, guiding startups or representing local businesses in times of need, Matthew brings real world experience and dedication to the table.
Learn little known strategies from someone who not only [00:01:00] talks the talk, but walks the walk when it comes to protecting and empowering the businesses that fuel our communities.
And before we start the episode, a quick word from our sponsor, Deep Wealth and the Deep Wealth Mastery Program. Here's Bill, a graduate, who says, the Deep Wealth Mastery Program has transformed the KPIs we're using to accelerate growth and profits.
Or how about Emry, who says, and I love this, and I quote, the Deep Wealth Mastery Program helped me create the right mindset for both growing my business and later my future exit. I now know what questions to ask, what to do and what not to do, which is priceless. The team and I have found dangerous skeletons and gaps that we're now addressing due to the Deep Wealth program. Today, our actions have a massive ROI.
Absolutely love that.
And now, speaking of growth and adding value, check out what Bruce says, and I quote, As a business owner, I'm always looking for new programs, systems, CEO peer groups, and strategies to improve my business. [00:02:00] Hands down, the Deep Wealth Mastery program is the absolute best. I'm both growing my business and preparing for a future exit at the same time. It doesn't get any better.
And I gotta tell you, as I hear these testimonials, this is exactly why I do what I do. My mission, the team's mission here at Deep Wealth, is to literally change the social fabric of society, one business owner at a time and one liquidity event at a time.
The Deep Wealth Mastery program, it's the only one based on a nine figure deal. And that deal, that was my deal. You know my story. I said no to a seven figure offer. I created a system that we now call Deep Wealth Mastery and that's exactly what helped myself and my business partners welcome from a different buyer, a different offer, a nine figure deal.
So if you're interested in growing your profits, preparing for a future liquidity event, Whether that's three years away or 33 years away, and if you want to optimize your post exit life, Deep Wealth Mastery is for you.
Please email success at deepwealth. com. [00:03:00] Again, that's success, S U C C E S S at deepwealth. com.
We'll send you all the information about the Deep Wealth Mastery Program, otherwise known as the Scale for Ultimate Sales System. Better yet, why not hop on a complimentary strategy call? We'll see where you are at your business and what's standing between you and your financial independence and your dreams.
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Come on in and network with other business owners, with other businesses, just like you, because they all want to lock in their financial freedom and enjoy both success and fulfillment. Again, the 90 day Deep Wealth Mastery Program, it has your name on it. All you need to do is take the next step. Please send an email to success at deepwealth. com.
Deep Wealth Nation, welcome to another episode of the Deep Wealth Podcast. And you [00:04:00] know me, I love rhetorical questions. So Deep Wealth Nation, let me ask you this. Are you prepared for the unknown when it comes to your contracts, when it comes to someone potentially coming after you? Do you know those skeletons in the closet that could take your business down?
And that's why they're called the skeletons in your closet. Of course you don't. So what are you going to do about it? Where are you going to turn? How do you look to deal with this? Well, that's what we're talking about today. We have a very special guest in the house of deep wealth. Matthew, welcome to the default podcast.
An absolute pleasure to have you with us, Matthew. I'm curious. There's always a story behind the story. What's your story? What got you from where you were? To where you are today.
Matthew Fornaro: First, Jeffrey, great to be here. Thank you for having me. My story is pretty simple and unremarkable yet. Semi interesting. I always knew I wanted to be an attorney. Growing up, so I went to college and went to law school. I came out of law school and I started working at a. Boutique law firm doing commercial litigation, and then I got in my mind that I needed [00:05:00] to go and check out working at big law firms.
I needed, the whole law student dream of working at a big firm. So, I went and I worked at 2 Amlaw 200 law firms here in South Florida, and I did more litigation and. It was fine. It's being like a cog in a wheel. You're part of a big machine. You don't really have much client interaction or much client development, although they say they try to help you.
They don't really. I just want you to go grind it out and do work and make them money. So that's the backdrop of what I was doing. So when I was growing up, my dad was an entrepreneur and had a small Business that he started out in the early 90s, and he's actually retired now. He's based everything down and sold it off.
He did pretty well. I noticed growing up all of the, I don't want to say struggles, but all the issues he encountered as a business [00:06:00] owner regarding all kinds of things, logistics, legal things, financial things, whatever. When I was sitting in my big office in the sky, I was like, I'd like to actually have some client interaction and help people like my dad who are small and medium sized businesses and startups rather than just always representing big corporations and doing whatever.
So I had the opportunity to go to 1 of the 10 largest law firms in the world and I got offered the job. And I was ready to go. And then I thought to myself, what am I doing? I'm just going to be in the same position I've been in like 2 or 3 years from now, where I'm topped out. I'm as far as I can go.
I haven't had any more client exposure, business development. So I decided, you know, what, why don't I go out on my own and focus on helping people like my dad and obviously, growing up slash going through college and law school, I didn't really have a formal business education. [00:07:00] I knew all about the law.
I knew all the stuff, represented businesses, but I didn't really know. The nuts and bolts of a business, particularly running my own business and then helping others with their business. So I went out about 10 years ago, started my own law firm. I focused. Always my focus always primarily on helping small and medium sized business startups and business owners.
So I went out and during the formative time of my wall from or whatever, I actually went and became part of 2 different programs that gave me like the business. Education in particular, the entrepreneurial education that I never had, and that has helped me to this day to be able to now translate those skills with my legal skills into helping.
Small and medium sized businesses and startups programs 1 was the coffin Institute, which is a nonprofit, which is available nationwide. [00:08:00] Any entrepreneur can apply to be part of it and do whatever. And the other thing is the Jim Moran Institute of Florida State University. Which is located here in Florida.
They have cohorts all over Florida. And again, it's free open to all entrepreneurs. And basically, I melded that together and that's what I've been doing for the last 10 years is taking all that knowledge and experience and making it as practical as possible to helping small and medium sized businesses do their thing.
And that's what I do.
Jeffrey Feldberg: Absolutely love that journey. And Matthew, for the benefit of Deep Health Nation who may not know about the AMLO and what that means, and the AMLO 200, I mean, that's a big deal. You have law firms and then you have law firms. Not all law firms are equal. So when you were going through your journey before, you struck it on your own, what does it mean to be at one of the AM analog, top 200 firms in the country?
Matthew Fornaro: Yeah, it's being at 1 of the largest law firms in the country hundreds of attorneys in multiple offices. So I [00:09:00] was in 2 of those I moved from 1 to the other. And like I said, I was going to move to like, an am law 100 law for literally the 10th largest law firm. There is. A lot of people that's their dream, that's their end goal is to work at a big law firm and then just work and then die there.
And that's. Their whole legal dream in a nutshell, particularly, the younger you are, like, in law school and stuff like that. That's what you think. Ideally, you want your outcome to be, and so a lot of people do that, but I just, I was done with it. And that's why I got out.
Jeffrey Feldberg: And before we hop on over to the business side and what you've been doing, one of my favorite questions when we're fortunate enough to have lawyers on the DeepAuth podcast, I mean, with a lawyer, you're seeing the good, the bad, and the not so good of the human condition of humanity. And as you look back at your own journey, anything that stood out for you, anything that's changed your trajectory of how you look at yourself or life or those around you What [00:10:00] you've seen, or maybe even some of the cases that you've been involved in.
Yeah.
Matthew Fornaro: Yeah, it's just the amalgamation of, I've been an attorney now for 21 years. So it's not just me having my own from the last 10 years, but it's a whole 21 years of learning lessons from other people's failures and other people's triumphs. And incorporating that into my own life, not just business wise, but personal wise, and then also being able to instill that knowledge and the benefit of having those experiences into helping my clients.
And, there's too many just, instances ever, on a daily basis of just things I see that are good or bad that just go into my toolbox of, okay, make sure this does or doesn't happen going forward and make sure. I'm able to explain that to my client or, convey to my client not to do that or to do this or whatever.
And then it's just part of the overall experience.
Jeffrey Feldberg: It's so [00:11:00] interesting with what you see. And I'm wondering, because I know you work with a lot of startups as well as very established companies, good old Prudhoe's law, the 80, 20 principle. Is there perhaps one or two missteps or I'll call it legal mistakes that are creating. 80, maybe 90 percent of the issues for companies.
Are you seeing any patterns out there?
Matthew Fornaro: Yeah. You know, New businesses and entrepreneurs are so excited to get into business and just want to start doing stuff that they don't do the due diligence that's required to lay the foundation for proper groundwork for your setting up your business. And then by not doing that, And I'm not even talking years.
I'm talking weeks, months, whatever. It's going to come back and bite you because you didn't do the initial groundwork and due diligence. And with that, you don't have a written business plan. You don't have corporate documents. You don't have contracts. You don't have an employee handbook.
You don't [00:12:00] comply with corporate formalities. You don't do what needs to be done. And then. Later on down the road when you want to sell, or when you want to buy, or, merge with someone, or you get sued, or you have to sue those issues are going to, you want to talk about skeletons in the closet.
Those are going to pop back out and, adversely affect you when, if you proactively did it correct the 1st time. That won't even be an issue. So that's an ongoing issue is that people are really eager to get into business, but they don't do the due diligence that they need in order to set up getting into business.
Jeffrey Feldberg: Yeah, there's so much there. When we go in step four of our nine step roadmap and the default mastery program due diligence, where we're doing an internal audit. To look for those skeletons, and not just the skeletons, also the areas that we do really well, perhaps we take that for granted. And so I'm wondering, since here at Deep Wealth, one of our big focuses is eventually on that exit, whether it's in two years from now or 22 years from now, when it's deal time.
[00:13:00] Again, Is there patterns that you're seeing other patterns where it might be one or two mistakes or things that were done or weren't done that a business owner is overlooking that can either have the deal just fall off the rails and it's done or put a significant penalty on the enterprise value. And Matthew, I know if you said, well, Jeffrey, that's so general, every company is different.
Every deal is different. You're 100 percent right with that. But again, any general patterns that you tend to see.
Matthew Fornaro: Well, generally saying it goes back to what I was just talking about the due diligence of setting up the business right to begin with. A lot of people don't anticipate the fact that they're not going to be in business forever. And they're going to sell the business, merge the business, wind down the business, whatever.
And as part of their initial planning, they don't foresee that. And so when it's time to do that, there's no governing documents or no plan in place on how you're going to do it. So you may have issues as far as, money, shareholders, members of an [00:14:00] LLC, what they do, how it's done. And if you have those in your documents, and it's just a simple step of following steps 1 through 5 versus, well, I don't know what to do because we never planned for it.
And now this guy wants to buy my business and I don't know how to do it. So it's it's just more proactive planning where it's like, it can be totally avoided. If you just think about it at the onset, as opposed to thinking about it when it's actually happening
Jeffrey Feldberg: Absolutely. It's that old saying, when's the best time to plant a tree? Well, it was 20 years ago. Next best time is today. It never is too early to start with that preparation and bringing someone like yourself on board to go through that. And so Matthew, I know, generally speaking, I'm not talking about yourself per se, it's more the industry in general.
When you speak to a lot of business owners, One of their gripes or their complaints is, yeah, that lawyer I brought on board just killed the deal. Want to protect me so much that joint venture we're looking to do, or that new client they were looking to bring on board or the new, whatever it is. It just fell by the wayside.
And at deep [00:15:00] wealth, we call those. Advisors in this case, lawyers that are either deal makers or deal breakers. And so from your standpoint, how do you balance between, okay, Jeffrey, yes, I want to protect you and your company at the same time. I want to make sure that this deal, whatever that deal may be, we're actually going to get it across the finish line.
How do you approach that?
Matthew Fornaro: or, as you say, you have advisors. Obviously, I encourage all my clients to have a business law attorney and accountant, a banker, all that stuff who help them make business decisions. Ultimately, when it comes down to me with my clients, when they want to do something is. I'll help you with all the legal questions and help you address all the legal issues, but I ultimately want you to make a business decision and take all that stuff off your plate.
And then you just figure out if it's the right deal for you or not from a business standpoint, and I don't encourage you from a business standpoint to do either. Yes, do the deal. No, don't do the deal. I just advise you from [00:16:00] a legal standpoint. What's right. And what's wrong or what's murky or what's gray.
About what you're trying to do, and then ultimately it's your decision to make, but I don't try to dissuade you from making a deal. I'll just point out, these documents are terrible or these terms are terrible. But if you want, it's your business decision to make, you can go do it and I'll support you and I'll facilitate making it happen.
But. I leave it up to the client to ultimately make is, as corny as it is, but it's a business decision. I let them make the decision and I advise them from a legal standpoint. What the benefits consequences. In issues are, and then I work at the same time with their accountant, where their account will tell them what the tax or money.
Issues are, and then, we'll put out our recommendations and what they do, and then ultimately let them make the decision.
Jeffrey Feldberg: Yes. What I'm hearing is sounds like some moderation. Okay, Jeffrey. Looked at this particular deal, whatever it may be. And here are your potential downsides. [00:17:00] So now that you know about them, take a look, what's your risk tolerance? What are you prepared to do or not to do it? Am I hearing you right on that, that you're really
Matthew Fornaro: Yeah, it's very rare that I just go to a client and I'm like, this deal's terrible, get out. But if I see, it's like fraudulent or it's crazy or something like that, yeah, I'll say this isn't the deal for you. But if it's just a normal deal where there's risk tolerance and, cost benefit analysis, then that's precisely what I do is I present them with the issues and let them make the decision.
Jeffrey Feldberg: and Matthew, you talk about that very nonchalantly, Oh yeah, it's no big deal. Here's what I do. At the same time, that is not always standard practice. And so deep automation really be aware of who you're bringing in on board before you bring them on, or if they're already on board, take a good hard look at what's there.
Are you getting Jeffrey? Absolutely. Don't do this no matter what, or someone like Matthew, who's an advocate. Okay. Jeffrey took a look at this. Here's what you should know. So Matthew, with that said, when somebody's onboarding a business lawyer, as an example, what should they be [00:18:00] looking for in terms of potential red flags that have you not only run, but run as fast as you can in the opposite direction.
Matthew Fornaro: Well. It's with any professional, obviously, if you don't have 1, you got to go get 1. So the best way to go get 1 is from my experience is to get a referral from a trusted professional. And so what that does is that vets out, most of the. Pikers, the crazy people, whatever, and just leaves you with.
Legitimate professionals, whether it's an attorney or an accountant. a like, if you have an accountant, get a recommendation from the account for a good business attorney. a good business attorney, get a recommendation for an accountant. If you have a banker, get a recommendation for either.
Or if you know someone who's in business, if you're, have a competitor, someone who you trust, ask them who they like as a business law attorney or whatever. If that doesn't work, then obviously, you can go look at probably the most legitimate thing on the Internet [00:19:00] is to look at Google reviews.
Obviously, some of them are planted. Some of them are fabricated. Some of them are whatever, but for the most part, if someone has a lot of Google reviews, not necessarily good or bad, but just a lot, there's going to be an average there that shows whether they're actually good or not. So, If you can't get a referral, go Google.
Google. With like, you know, like a Google rating, because some of the other things that are attorney specific, and I'm not going to name names, but a lot of them are pay for play where it's give me 500 dollars and you get this award that you put on your website or give me. A 1000 dollars, and you'll be listed in this directory or whatever, where that's.
I don't want to say that's illegitimate, but that's not reflective of any kind of merit or any kind of capability. That's generally how I go about finding an attorney and then it's a matter of you just don't find and hire the 1st person. it's like an interview to see if you want this person to work with you.
You call me up on the phone, or you have a zoom meeting with me, and I'm obnoxious, or I'm telling [00:20:00] you how to run your business from a total standpoint, not just from a business from a legal standpoint, then maybe I'm not the attorney for you. And at the same time, maybe, I'm a pushover and I'll be like, oh, Jeffrey, that sounds good.
We'll do whatever you want. That's also not what you want either. You got to find the candidates and then once you have the candidates, you have to vet the candidates to see who matches. Your personality, because it's a personality thing after a while.
Who matches like you want someone who's like an actual business law attorney, not a. Personal injury attorney who, needs to make a little extra money. So they do business or criminal attorney who, isn't too busy. So they do business. So you want someone who focuses on representing businesses like your own and that's it.
I mean, It's a process and. know, Sometimes people switch attorneys to they figure out down the road, it's a nice guy, but it doesn't work for me. Or maybe even the attorney is you know what? I can't work with you anymore. You're too out there or whatever.
And [00:21:00] sometimes the attorney gets sort of the client. So it's a process and it's just, you want to go in as a performed as possible and make the best possible decision just like with anything else.
Jeffrey Feldberg: Absolutely. And Matthew, as you're talking about that, and I love your recommendation of, Hey, get some referrals from people in your network. You're actually taking me to step six advisory team in the flagship program, default mastery. And that's where we're absolutely at. When you're putting together your advisory team, doesn't matter whether it could be a business lawyer, an accountant, later on an M and a lawyer, don't do the cold emails or the cold calls that you're going to get for in this case, lawyers.
Ask your network and Matthew, you can share with me on base or off base why we recommend referrals. It's two reasons. One, hopefully you're getting a referral from somebody that you trust. Somebody that you know who's giving you the straight goods. And then, assuming that's the case, Matthew, if you came to me through a referral, well, you have a lot riding on the line because it's not just my business.
If you drop the ball, which I know you'd never do, if you did drop the ball though, I'm [00:22:00] gonna share that with That brought you to me. And so it's not just me now, the entire network knows, Hey, Matthew, maybe at one time he was great, but not anymore. Or, Hey, yeah, Matthew, he's still a rockstar. Jeffrey was really singing his praise.
He did a terrific job. I'm going to keep on recommending him. It's really that positive peer pressure. When you come through a referral, it's like nothing else that you're just. Really, it could be a one time transaction, but the power of a network, the power of that referral behind you, makes it a whole lot more.
Thoughts about that? Absolutely.
Matthew Fornaro: No, it's true. You want to look good for the person you're making the recommendation for not just make a recommendation for recommendation sake. You want someone who's actually going to address whatever issue there is and do a good job. And then not only do they do a good job and help out your referral, but then. You look good because you made an excellent referral. They look good because. They got a great referral and did the job and then the person that you referred them to looks good because they're competent. Just like you said, they were and they do a good [00:23:00] job. It's a lot riding on a referral, not just, this guy did.
Okay. Thanks for this guy. Didn't do good. There's a lot going towards your own efficacy in your own. How people perceive you, if you give out good referrals and help people versus if you just, I know a guy here you go and then it's a disaster.
Jeffrey Feldberg: And Matthew, you said something earlier, it was very easy to miss, and for the benefit of DeepAuthNation, you said, and I really loved it, that you want to find a lawyer who's a specialist in a certain area. So one lawyer can't do all areas, they're not going to specialize in all areas, and it sounds like common sense, but common sense isn't so common.
For the benefit of Deep Wealth Nation, why is it important to find a lawyer who's a specialist in a specific area, as opposed to a lawyer who comes to you and says, Oh yeah, Jeffrey, I'm just a jack of all trades, I do it all, doesn't matter what, from setting up your business, to selling your business, to all kinds of other things in between, because I know you, your team, you're specializing in a set number of areas, and you're staying in your lane, and that's all you're doing.[00:24:00]
Again, it sounds obvious. That said, though, what's your experience with that, and why that's so important?
Matthew Fornaro: because, you focus on an area of practice in the law, and you want to master that area and know all the nuances and subtleties. Of being in that area, and you don't want to dabble in other areas just for the sake of dabbling in other areas and say, I do that too. And then, you go up against someone, or you work against someone, or you work with someone who knows what they're doing, and they just totally destroy you because you have no idea what's going on because you just you don't really dwell in that world.
You just well, sure, if it falls in my lap, I'll take it. I'll do it. And, a good metaphor is like a doctor. Okay. I have a general practitioner. Who's my doctor. Okay. I go to my doctor. My doctor make sure I'm fine or whatever if there's an issue, I go see a specialist. So even though my doctor is qualified at being a doctor and diagnosing things, [00:25:00] if I have, a, I issue I need to go see a optometrist or an ophthalmologist or an eye specialist. If I have a, issue, something's wrong with my brain or whatever, I need to go see a neurologist. It's the same thing with law, you can have a general practitioner who can do the work, but it's not going to do the work as much as someone who focuses solely on that area.
And when you equate it to the medical example, I think it makes perfect sense. You don't go to your general practitioner when you think you have bone cancer. So, You go to the cancer specialist and go from there. It's the same thing with being an attorney. You don't just go to the jack of all trades.
You go to the person who focuses on what you need.
Jeffrey Feldberg: And so Matthew, with that said, I know one of the things that you and the team really pride yourselves on, you're not just a run of the mill law firm. You're acting as strategic [00:26:00] partners who really understand the entrepreneurial journey. So practically speaking, what does that mean? If I come to you, perhaps I've been in business now for a short while and I'm saying, okay, Matthew, here we are.
Heard about you. Let's start working together. What does that look like in terms of what you're going to be doing big picture wise that I may not be getting from other law firms?
Matthew Fornaro: Sure. So through, what I discussed earlier, as far as my, further business education and through 10 years of doing whatever I am your attorney and your counselor at law. So not only do I attorney stuff, I counsel stuff. I, being a small business owner myself, understand the challenges and issues that go into owning a small business and running a small business.
Other attorneys who aren't do not know that and won't be able to relate to you, as well as someone who does is able to relate to you and sometimes They'll miss issues or they'll miss nuances that they've encountered in [00:27:00] their own business life. So their own professional lives that someone who say works at an annual 200 law firm wouldn't have encountered because that's not their Providence.
That's not what they do. They only represent big companies and they don't. Interact with businesses. They don't run businesses. They don't know what's going on. As part of when clients come to me or when clients want to do things, I can wear my entrepreneurial business owner hat. And be like, in addition to giving them legal advice, I can be like, well, did you ever think of doing this or that?
And then add that benefit and add that knowledge to what they're doing in their own business when they come and consult with me.
Jeffrey Feldberg: And Matthew, building on top of that, and thank you so much for sharing that, I know one of the other things, well, there's many things, but one of the things that you and the team pride yourselves on, so many law firms, so many lawyers, it's let's take a wait and see approach. If a problem comes up, we'll deal with it then.
You're on the flip side of that. You're [00:28:00] taking a proactive legal strategy. You're looking to anticipate potential legal challenges before they even happen. So how does that work? What does that look like when I'm now working with you?
Matthew Fornaro: Obviously, it's better to proactively do things at the beginning, then reactively have to go fix them after something happens. So it all goes back to what I said at the beginning of when we first started talking founding and forming the business with the correct documents and with the correct mindset and everything.
Leads to less issues down the road and leads to you being proactive and avoiding issues as opposed to being reactive and responding to issues. And then it's, it's the same thing with businesses that already exist. We can go back and, for lack of a better term, fix things that you haven't done yet.
It's not game over. If you come to me and you're a business, and you're like, well, I don't have articles of incorporation, or I don't have corporate bylaws, or I don't have employment contracts, or I don't have an [00:29:00] employee handbook, or I don't have. Purchase order agreements or anything like that.
Okay. Well, it's not great that you don't have it and you haven't had it up until this point, but we can put them in place right now and make sure from this point on that's not an issue. And so that's part of the proactive area of avoiding things is that even if. You're already an established business, and you've been doing business.
We can do things that will try to mitigate any problems that you're going to have down the road because you haven't done them already. And then ideally with new businesses, when they're my clients, we've put them in place so that's not an issue down the road at any point.
Jeffrey Feldberg: That's some terrific points in there and building off of that, I know when I was preparing to speak with you today, as I was doing a deep dive and looking into various things, one of the things that stood out for me and would love to hear your thoughts on that. It's not just legal advice. It's really a business mindset that you're bringing to the table, both as an entrepreneur, also with that legal background where you're coming to the [00:30:00] table and okay.
Thank you. Hey, let's look at the bigger picture. Let's make some smarter decisions here instead of just any decision. And let's have the right kind of mindset. And for most people, when they hear that they may be scratching their head and saying, well, mindset and the law, the two just don't go. How does that jive what's going on there?
So Matthew, what would you say about what you're doing on the business mindset side? That's going to be different than what we have with other potential lawyers and law firms.
Matthew Fornaro: Well, the mindset is that I'm an attorney. I'm also a business owner. And I know about business, you're a business owner, and you know about business, so let's combine our role and skill sets together and come up with the best possible solutions based on your life experiences, my life experiences, my education, your education, things that have happened to me, things that have happened to you, and then we work on them.
A proactive approach, or we work on a reactive solution or whatever, [00:31:00] where some people may not do that and just be like, they're like a plumber. They show up at your house. There's a leak. They fix the leak and they leave. They don't look at the whole system and see like, oh, all your pipes are, you're going to have to replace everything or whatever Some people are very 1 issue oriented or, put out a fire. That's right in front of them and don't think about. Okay. The fact that they need to worry about the next fire, or worry about the next issue that comes down the line. Whereas I try to see the whole businesses, the whole picture of the business, and then try to implement things that avoid further issues and put in things that deal with current issues and put in things that deal with even issues you haven't thought of.
Jeffrey Feldberg: Love that. And as you're going through that, and again, with the question I'm about to ask, you'd be completely right to say, well, Jeffrey, that is so general. It's going to really depend on what's going on there. But that said, if you could develop a checklist and I know you do have these checklists, what would you [00:32:00] want all businesses to do?
If they can do up to one, two, three things that would really make a difference for them. What are your thoughts on that?
Matthew Fornaro: Sure, not to keep saying it goes back to the beginning, but it goes back to the beginning, whether you have it at the beginning of your business, or you've been in business, you haven't done it yet. 1 of the main things you need to do is have a written business plan, because that's your roadmap as to how everything functions.
It's all about your business. It says who's involved in your business, what your business does. How your business gets money, how your business sells itself, how your business buys other businesses, how your business hires people, how your business fires people. And so that framework you should have as part of your business, no matter where you are, if you're a startup, or if you're a 20 year business, I have a written business plan, I've had it for 10 years and I revise it.
As needed on an ongoing basis, as circumstances change, or as my goals change, or as my, things about my [00:33:00] business change. And in that way, it keeps you, it's a framework that you can always refer to for issues as they arise. And then it's also a guidepost that's, you just be like, okay, where am I at my plans versus where am I at my execution?
And you wanna make those be one and the same. And having the written business plan helps you be able to be like, you know what? I planned on doing this. I haven't done this yet, so you know, now I need to do this. Or I was supposed to do this I did this instead. Now I'm gonna go back and do that because that's what I'm supposed to do.
So I would say that's probably the biggest thing is to make sure that you have that in place. 'cause that's the foundation for your entire business. And then outside of that, you need to have all your other documents going forward. And then 1 of the most important things is you need to keep all the business formalities in place, because if you're just running it as a hobby, or you're [00:34:00] just doing it on the side or whatever, the whole point of a business from a legal standpoint, other than obviously, you want to be successful, make money and have your business grow.
Is that your business and you are not the alter ego of each other. Your business is a legal fiction That is a entity created by law. So it is a separate identity from you jeffrey It's not jeffrey and the business aren't the same thing. They're two different things. One's a guy one's a business And too many people cross that path and don't enforce those formalities And that's where problems come in down the road where if you're ever sued All of a sudden, instead of someone suing your business, now they're going to sue your business and you, because you never did anything to make your business be, an independent business and you never ran it with formalities.
You never did anything and the formalities may seem silly, particularly if if you're a small business, you have 1 person, but they're so easy to comply with [00:35:00] that, not to do it. It's just you're asking for trouble. What does that mean? Well. You have an annual meeting each year if you're a corporation, it doesn't matter if you're one person.
You just have your meeting, record your minutes, put it in your corporate book or whatever. You make sure you pay your taxes, you make sure if you have payroll, you do your payroll, you pay all your taxes make sure you comply with that.
You make sure you have a president. You make sure you have a treasurer. You make sure you have a secretary. It can all be the same person, but you just have to designate who they are and make sure they do what they do. The treasurer makes sure here's the bank records. They're all kept in 1 place. They're all up to date.
Here's the tax returns. They're all kept in 1 place. They're kept up to date. Here's the secretary. They made sure I had my meeting. They made sure I renewed my corporation with my state. They made sure that if I'm in the U. S. and I look like S corp status, I looked at S corp status correctly and you comply with those formalities.
You know, I did business with this other business. So I entered into our [00:36:00] contract with them and those formalities are going to protect you because they're going to make your business function more efficiently. Because you're not just kind of doing stuff and then they're going to protect you as an individual because you are distinct from your business.
And if someone tries to come after your business, whatever, they can't come after you because your business is totally. It's own, living, breathing entity versus it being intertwined with you.
Jeffrey Feldberg: And Matthew, as I hear you say this again, you can share Jeffrey on base or off base. It's smart advice because based on what you're saying, as I go along in business, you're there to pick up any potential mistakes. We're getting it fixed right away. And as we move forward, as the business grows, eventually as we look forward towards an exit, There's less work that we're going to have to do.
There's going to be less potential mistakes that we've made, less skeletons in the closet, less reasons for a buyer to walk away from the deal table or say, Hey, Jeffrey, well, you didn't really do this or that. That's now a big risk for us. So I know we said your enterprise value was this. We're now [00:37:00] going to put a penalty on that.
And we're going to avoid that because working with you, working with the team, we've caught those things. We've fixed them. We're spending less time down the road because we're doing it right now. Lots about that.
Matthew Fornaro: No, it's true. I'll give you an example of someone that you have a corporation and someone goes and attempts to buy your corporation. Okay. Here's a big one. Okay. I need to look at your corporate records and books. I don't have them. I never did them. I got taxes.
That's all I got. Well, you got a problem because. You never did your corporate formalities. You claim there's 100 shares of stock of your corporation, but you never actually issued the stock, so I don't know who owns what in what I'm buying if I'm doing a stock or asset purchase or whatever. I don't know who the president is because you didn't designate it and you didn't run it appropriately.
So these are all things that are so simple to avoid by just doing it. And doing it from the beginning, and if you can't do it from the beginning, picking a point going forward and [00:38:00] doing it, and you just avoid issues. That's just an example of buying a business. I've dealt with that. So many times with someone going to buy a corporation or going to buy an LLC and the due diligence part is a disaster because you didn't do the work.
You got nothing to show for it. It's the big science fairs today, back in elementary school, and you show up without a project, you're going to have problems. So it's so easy to avoid by just taking the time and doing it correctly. And it's rewarding in the end, because.
If you sell the business, it's going to pay off. If you get audited by the government or get a tax audit, it's going to pay off. If you get sued, it's going to pay off because you're going to be able to show that it's a true going concern and things like that. And it's, all very simple and very easy to do.
It's not asking a lot. It's just asking to do the right thing.
Jeffrey Feldberg: And Matthew, let me ask you this, because I know that you and the team, you're looking at startups, you're looking at contracts or [00:39:00] trademarks or mergers, acquisitions, even litigation. From that side, have there been any changes? I mean, As we're talking about this artificial intelligence, AI is just changing business, society, life, as we know it, societal norms are changing it.
Big picture wise, when you take a step back, anything that's changed operating as a business owner today than say three years ago, five years ago, 10 years ago, any trends that you've been seeing.
Matthew Fornaro: Yeah, I mean, obviously, you know, the continued integration of technology into business continues to change what you're doing because what the popularization of a I. you're able to funnel that work to artificial intelligence instead of to people. So you're able to, you may not need as many employees as you want to stay because the AI does the work of the person hundred times as fast and the AI costs 20 a month, the employee costs a hundred thousand dollars a year.
So that's the kind of big picture [00:40:00] thing that, technology is changing. And then obviously. Rules change all the time here in Florida for litigation purposes. All the rules of civil procedure changed this year. So if. You have an attorney who doesn't know that and you get involved in a lawsuit, your bad things are going to happen to you because of it.
And then, look, we have a new president. He's going to allegedly cut taxes and whatever. So, Obviously, your accountant is going to have to be up on that. Otherwise, you're going to be paying a lot of money. You don't need to be paying. It's just the usual ebb and flow of business, particularly now, because of the AI things probably making technology.
More of an issue and more of a thing, and then there's the legal ramifications of dealing with that, which is totally ongoing and totally unsettled. Those are probably your issues facing business is just, changes in laws, which always happen. And then the integration of technology, which is sped up by,
Jeffrey Feldberg: And Matthew, as you're talking about that, it really reminds me of what you're [00:41:00] talking about earlier of why it's so important, not just to get in this case, any lawyer, but the best possible lawyer, the one who has the best cultural fit as change happens. Hey, Jeffrey, have you heard about this or these changes are coming?
Have you dealt with this on the back end? Are your accountants on top of this, that you can provide that kind of insight and advice? And Matthew, let me ask you this. Before we go into wrap up mode, I know there are so many questions I haven't yet had a chance to ask. Is there one particular question I didn't ask that you'd like to get out there?
Or even a topic that we haven't covered? Or a message that you'd like to put out to the default nation before we go into wrap up mode?
Matthew Fornaro: It's just the main thing is just. The documents and the formalities. Those are the 2, the secret sauce of having a good business or whatever. If you have that as the foundation that you have all your documents and all your things in place, and you constantly keep them up to date and whatever, and you comply with your corporate formalities, and you don't mess around with that, then, working with your attorney and working with [00:42:00] your accountant.
And whatever professionals you have, like a banker, or if you're into web stuff or Internet, your Internet person or whatever. All that stuff, we streamline everything and work together for you so that you just focus on business decisions and that way, your business either succeeds or fails based on your business.
It's not based on legal technicalities. It's not based on an accounting error. It's not based on whatever. So that's the main point is the reason why I'm putting all this out there and instilling that is because I want to take. As much off your plate as possible so that you can just focus on your business and then your business either succeeds or fails because of the merits of the business, not because of some kind of collateral issue.
And that's, what I would want to convey to the listeners is the main point,
Jeffrey Feldberg: Some great advice there, Deep Wealth Nation, and a lot to really ponder, not just think about, but to act upon, and that said, actually, Matthew, it's a perfect segue into wrap up mode, and here at the Deep Wealth Podcast, it's [00:43:00] our tradition, it's really a privilege and an honor, where each guest, I get to ask the same question.
Here's the question, it's a really fun one, I'll set this up for you. When you think of the movie, back to the future, you have that magical DeLorean car that will take you to any point in time. So Matthew, imagine now it's tomorrow morning. You look outside your window. Not only is the DeLorean car curbside, the door is open is waiting for you to hop on in, which you do.
And you're now going to go back to any point in your life. Matthew, as a young child, a teenager, whatever point in time it would be. Matthew, what are you telling your younger self in terms of life lessons or life wisdom or, Hey, Matthew, do this, but don't do that. What would that sound like?
Matthew Fornaro: Look. you know, if you can overthink the question again, it's a lot of metaphysical change in the future things. And then if I step on and I stepped on a butterfly now, I don't have a right arm in the future. You know, All the kinds of crazy stuff. Live your life, do the best you can always believe in yourself, always follow the rules. And that's it. I don't want to affect anything that you do or [00:44:00] don't do just live by that mantra and. When you see me in the future, you'll be fine. Just like I am right now. I wouldn't go and be like, oh, I gotta, whatever not move to Florida or do that.
No I, keep everything the same and just advise myself to believe in myself, follow all the rules, do everything correctly. And you'll be fine. And that's it.
Jeffrey Feldberg: And you know what, Matthew, it's such sage advice, particularly today. We have so many mixed messages from social media and elsewhere that are coming at us. But what you're saying is really grounded in truth and principles. Hey, just live your life, follow the rules, do the best that you can. And I love the last part.
Always believe in yourself and. Terrific advice. Absolutely love that.
Matthew Fornaro: maybe I tell him to Jeffrey to go buy some Amazon and some Apple stock.
Jeffrey Feldberg: Hey, I'm right there with you when you're doing that. Absolutely. Actually, one of the most common things that we hear is, Hey, go back and buy this or buy that. Love that. And that said, Matthew, someone in the DeepAuth Nation, they have a [00:45:00] question for you, the team. They want to have a conversation. They want to learn more.
Where would be the best place online to reach you?
Matthew Fornaro: Sure. So the best place to reach me is my website, which is PaneraLegal. com. It's got a link to all my social media. I'm on all social media platforms. It's got all my blogs and my white papers on there. It's got my videos and my podcasts on there. So if you have any questions, it should, you can just go to my website and a lot of the answers are on there.
And it's not just email me or call me.
Jeffrey Feldberg: And Deep Wealth Nation, great news for you. It doesn't get any easier. It's a point and click. It's all in the show notes. Well, that said, Matthew, it's official. Congratulations. This is a wrap. And as we love to say here at Deep Wealth, may you continue to thrive and prosper while you remain healthy and safe.
Thank you so much.
Matthew Fornaro: Thank you. Jeffrey. Thanks for having me.
Jeffrey Feldberg: So there you have it, Deep Wealth Nation. What did you think?
So with all that said and as we wrap it up, I have another question for you.
Actually, it's more of a personal favor.
Did you find this episode helpful?
Have you found other episodes of the [00:46:00] Deep Wealth Podcast empowering and a game changer for your journey?
And if you said yes, and I really hope you did, I have a small but really meaningful way that you can actually help us out and keep these episodes coming to you.
Are you ready for it?
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Thank you so much.
God bless.

Matthew Fornaro
attorney
Matthew Fornaro knows exactly what it takes to protect, grow, and guide businesses through every legal twist and turn. Matthew is a seasoned business law attorney since 2003, helping entrepreneurs and companies navigate complex commercial litigation, contract disputes, construction law, intellectual property, and so much more. Before launching his own firm, Matthew honed his craft at two of the nation's prestigious AmLaw 200 law firms.
But Matthew's impact doesn’t stop at the courtroom. As both a graduate and instructor with programs like the Kaufman Foundation’s FastTrac NewVenture and Florida State University’s Jim Moran Institute for Global Entrepreneurship, he's deeply committed to mentoring the next generation of business leaders and attorneys.
Whether it's drafting airtight business documents, guiding startups, or representing local businesses in times of need, Matthew brings real-world experience and dedication to the table.
Get ready to learn from someone who not only talks the talk but walks the walk when it comes to protecting and empowering the businesses that fuel our communities.