Sept. 26, 2022

True Bottom Line Test with Corey Kupfer


Corey Kupfer is a deal-driven growth strategist, negotiator, deal-maker, speaker, and attorney. He is the founder of corporate and deal law firm, Kupfer & Associates, PLLC. He’s also the founder of DealQuest, host of the weekly DealQuest Podcast, and author of Authentic Negotiating.

Deal-Driven Growth - Your Ticket to Freedom | Corey Kupfer

Transcript

Josh Wilson
 Welcome to the Deal Scout. On this show, we talk about deals and deal makers ranging from, like, lemonade stands to special purpose acquisition companies and everything in between. With that, there's a lot of conversations that need to be had about how to do things legally, right? Like the legal side of deals. With that, I went to one of my buddies who's a deal making attorney. Like, this guy knows about deals. Corey, welcome to the show. 


 Corey Kupfer
 Josh, thanks so much for having me on. I really look forward to our conversation. 


 Josh Wilson
 Yeah, me too. All right, so we're hanging out, I think. You're in New York, right? Is that right? 


 Corey Kupfer
 Well, that's one of my homes, but I'm actually in my place in Randall, right in Southern California right now. 


 Josh Wilson
 Okay, copy that. I come visit you on the West Coast, and we're hanging out at a coffee shop and someone walks up and they go, hey, man, who are you and what do you do? How do you typically introduce yourself? 


 Corey Kupfer
 Sure. So I'm Corey Coffer. I help businesses grow. We do that through deal driven growth. I've been an advocate for entrepreneurs and businesses for many years. As president of New York Computer Entrepreneurs Organization. I'm an entrepreneur since I'm 15, so I'm not your typical attorney. I'm an entrepreneur who happens to run a law firm. 


 Josh Wilson
 I got it. An entrepreneur since the age of 15. Tell us about that. 


 Corey Kupfer
 Yeah, listen, I was mowing lawns and shoveling snow before that, but at age 15, I actually had a business where I won't call them employees because I was not withholding taxes. So let's call them independent contractors. Okay. So I work for a company. I grew up in Brooklyn, New York. In Brooklyn, all the houses are close together. One of the things they used to do back in the predigital age I don't know if they do it anymore, is deliver flyers. Door in a door, like advertising circulars and supermarkets and stuff like that. You would literally go house to house and put them in the screen doors. I worked with somebody doing that, but I decided, hey, this is a good business. I would stop on stores that would be on the route, and I would go in as a 15 year old kid and say, hey, we deliver flyers. 


 Corey Kupfer
 If you need any flyers delivered, let me know. And I got my own accounts. I hide my friends. The business model for the flyer delivery business was that they had an older kid who drove, who would drive and drop off the younger kids who would go put them in the doors. You get a penny of place for them, and the older kids would be the supervisor to make sure you didn't throw them in the garbage or down the sewer. Well, I didn't drive at that time, so I used to only take jobs that were within bicycling distance of my house, and I used to cycle around to check up on my employees and contractors. I'm going to date myself here, but in 19 76, 77, before I went away to college, when I was 15 and 16, I was making ups about $300 a week, which back then, for a 15 year old kid was a ridiculous amount of money. 


 Corey Kupfer
 The only thing I didn't understand back then was when I left for college, I understood cash flow, but I didn't understand enterprise value. Really, in hindsight, I should have sold that business to some other kid when I went away to college, but I didn't understand that. I went away to college, I didn't monetize it. 


 Josh Wilson
 Yeah, you didn't have a succession plan back in the day, right? 


 Corey Kupfer
 As a 15 year old kid? No, I wasn't a 16 year old kid. I wasn't quite on that. 


 Josh Wilson
 Were you wearing bell bottoms in 1977? 


 Corey Kupfer
 Beyond yeah, bell bottoms. I had my hair point in the middle with long hair over the years. 


 Josh Wilson
 I wish I could see a picture of that. All right, so let's do this. Let's go back in time and have some fun for a minute. Corey, in 1977, you and I are riding bikes with bell bottoms, trying not to get it caught in the chain. We're running these routes, and we want to scale instead of you moving off and going to school, we're back in 1977, it's you and me. You got a partner who wears a flat cap. I'm in New York with you, and we're going to scale this business. What would we do? You, me and some flyers? 


 Corey Kupfer
 Well, so two things. One, I was the only root supervisor at that time, so there's a few different ways we could scale. We could scale organically by going out and getting more business. Maybe you would do a root supervisor as well. Maybe we'd be able to hire folks and hire different people and just keep getting accounts organically. That's the way a lot of businesses grow. In fact, now, as on my Deal Quest podcast, the main thing we talk about is, hey, folks, this is the way to grow. That's what you talk about as well, which is deal driven growth. What could have we done back then? Well, there were other companies that were doing flyer delivery. We could have joined ventured with them. We could have, in theory, acquire them, although, I don't know, at 15 years old, 16 years old, that we would have the capital or access to capital to do that. 


 Corey Kupfer
 In theory, we could have done it. We could have franchise. Right. So franchise going on. That would have been a possibility. Those are a few of my initial thoughts. 


 Josh Wilson
 Super cool. I like it. Right? Okay. Did you ever get into a situation where everybody's running these routes and you're the supervisor? Did you guys ever walk down the road, like West Side Story style, where you see another flyer hanging, company walking down the road looking at you, who's going to get to the door first? Kind of thing? 


 Corey Kupfer
 No, that didn't happen. There were always some good stories on a totally different topic, but you just want a fun story. One of the challenges in the parts of Brooklyn where there were single or two family homes, it was easy, but they were also busy, broken out apartment buildings. Right, apartment buildings. You had to get into. Of course, the superintendent hated when you put flyers because it was a mess. People would drop them on the floor or whatever. So were, let's say, very creative. These weren't doorman buildings, these were buzzing buildings. You would have to get creative on convincing somebody to buzz you in. You couldn't just say, hey, let me and I'm building flyers. Nobody would do that. Let's just say we might have done some things back then that were outside, that are currently, and have been for many years outside my ethics. 


 Corey Kupfer
 Telling some stories about why we needed access to the buildings right. 


 Josh Wilson
 In such a limitations has passed way past cool. 


 Corey Kupfer
 Nothing illegal, mind you, just some stories about were visiting grandma or we had to, whatever, and I forgot. Whatever. She's not who knows? 


 Josh Wilson
 Yeah, give us a break. We're in bell bottoms. It's in the seventies. Alright, so here, fast forward. Why did you choose to be an attorney? 


 Corey Kupfer
 Yeah, it's interesting. I didn't come from a family of entrepreneurs, right? Even though I was not I was naturally one, that was not the route that was encouraged in any way. I came up growing up in Brooklyn, in a lower middle class Jewish family with a very typical stress on education. My parents were folks who my dad got out of high school, went into the army, got out of the army, went to work, and he ended up getting a college degree over twelve or 14 years at night. By the time he got it, he didn't need it, but he wanted to be a college graduate. My mom stayed home with the kids, and then when my younger brother was in school, went back to nursing school. Their whole focus was that kids were going to get an education, become a professional, whatever. Right? So that was the focus. 


 Corey Kupfer
 I went high school, college, law school, job. It wasn't even on the menu to backpack in Europe or become a ski bomb for a year. It wasn't event name. I decided against it. It wasn't even there. That was just the root. And I was interested in the law. I was in a special program in high school in Brooklyn. They had a special law, politics and community affairs program where we got to do like, mock trials and we visited jails and we had mocked presidential elections. So that's sort of got me interested. Of course that has nothing to do with what I do as a lawyer, but it had me think I wanted and I was one of these unusual kids that actually went into college knowing I wanted to be a lawyer. A lot of kids that end up in law, smart kids, do well in college and they're like, all right, NBA law school, what's next? 


 Corey Kupfer
 Right? So that's how I got there. There was also always this entrepreneurial itch from the beginning. I started out a very big New York City law firm kind of thing, which was plumb jobs that everybody wanted but I always knew. Even in the early days I had some friends that had like tech startups and stuff like that. On the side I was involved in them and helping out and none of them really ended up going to was significant. I always had that need to be involved in something entrepreneurial. Just less than six years out of school, I made the jump because I'm like, I can't work for somebody the rest of my life. In fact, I can't work for somebody even for another day. 


 Josh Wilson
 I've interviewed probably 1000 people and when I interview a true entrepreneur through and through, they're like, I'm the worst employee ever. I had to do this because there was no other option. Right? 


 Corey Kupfer
 No, it's so true. The team chat I have used for decades now is that I'm unemployable. Yeah, I'm unemployable. The funny part is that it's not like, listen, I get that there's some entrepreneurs that are totally egomaniacs or whatever. I'm actually very collaborative. I work well in music alliance and partnerships. I really work well with my team. They can tell me that you're crazy. Audio off the wall. It's owning the vision, it's controlling the way you service clients. It's setting the direction. I remember when I was in, I knew I had put in some years in a law firm just to first of all, I came from no contacts, no money, no whatever, right? I needed that, obviously, getting training and learning the business world. I always knew I wasn't meant to be there long term. And in fact, I started in 1985. It was a boom economy, right? 


 Corey Kupfer
 I had like 17 job offers. I could have had 30. It was like I was on top of the world. I was suddenly making money for the first time in my life. I didn't know what to do with it. By 1991 into 1992, when I set up my own firm, were in a recession back then, right? The early ninety s said real estate was getting crushed. I'm approaching six years out of school and I had moved from a big firm to a medium sized firm purposely to have some more lifestyle and time to pursue some side interests and entrepreneurial things. The firm calling all the associates because when the economy was going bad, all the big firms were laying off lawyers. There were a million lawyers they could hire. Suddenly this reduced hourly billable commitment, whatever compared to the big firms. They wanted to up it now from 1800 to 2200 hours. 


 Corey Kupfer
 All of the other associates you had a few associates that were working like crazy anyway. You had some others who are like, well, what am I going to do. The economy stinks. I'm happy to have a job. I got to do what they got to do. And I'm sitting there. I had been planning on leaving in about a year, and one of the reasons why I was waiting was because I had some debt to pay off, because I had student loans. Then, frankly, even though I was making good money in my twenty s, I was spending more than I was making. Typical 20s, young kid in New York City kind of experience, right? So I said, all right, I'll go. One more year. I'll get to the debt paid off as about 40 grand, the debt. When they came to us and said, you got to work all these extra hours, and we want you to lower, which would internet with my stuff, I had gone on the side. 


 Corey Kupfer
 Also, I was like, you know what? I'm not going to do this to someone else. I basically told them that, listen, this wasn't a deal. The deal was that we actually got paid less than the big firms. We work less, and now you change the deal on me. They were like, well, we don't care. It pushed me out about a year early. I remember I was at New York City Bar Location Seminar, and there was a guy speaking there who wrote the book on how to start your own law firm. This name was Jay Floomberg. I'll never forget it. For some reason, whatever, back then, Bloomberg said you needed 40 grand in the bank to start your own law firm. That's how much capital you need. I don't know how he came up with that number, but that was this number. I was 40 grand in debt. 


 Corey Kupfer
 My joke is what I always said. I was so close, it was just a vertical line. It was supposed to be positive 40. I was negative 40. I was just missing one vertical line. That's all. 


 Josh Wilson
 Tomorrow and it works out, right? 


 Corey Kupfer
 Yeah. I went out. I applied for back then, they were less good about cross checking on credit, your application. I applied for five new credit cards on top of a couple that I had to have more lines of credit when I left. I ended up making I would have been making over six figures back in 92 at the new firm, which was a lot of money back then, a lot of money for people now, but certainly a lot of money back then. And I hung out of shingle. I had no clients. I had, at 17 grand my first year, 38 grand my second year, 36 grand my second year, 78 grand my third year. By the fourth year, I was making money that I would have had a firm and never looked back. I was paying around on credit cards. I was doing everything you weren't supposed to do. 


 Corey Kupfer
 I was $150,000 in debt by the time things started making money, and that's how I did it. 


 Josh Wilson
 That's funny, because funded by Visa, I think there's a lot of entrepreneurs that if they were honest, they'd be like, yeah, I made a lot of really risky, tough choices to go out on my own. Looking back, would you change anything? 


 Corey Kupfer
 No. First of all, I guess a lot of people say, but I am one of these guys that doesn't look I certainly never look back and regret it's all. What got me here? I've certainly learned some lessons. Like, I'm smarter, so I wouldn't have applied some of that stuff back then. Everything I did, listen, I just hustled like crazy. I was at every networking event that existed. One of my long term good clients came from some networking event. I went to Connecticut and met this guy. In fact, two of them at the same event. I think it's what has made me the way I am. Frankly, listen, I've been successful, very successful at this point, but there's been ups and downs in that journey, including certainly during the Great Recession when I got totally crushed. I think that ability to create something from nothing in the beginning is a big part of what has us as entrepreneurs be able to deal with all the ups and downs and challenges going forward. 


 Corey Kupfer
 Because whether it was the Great Recession and having my revenue go down 50, 60 a month, like out of nowhere, and suddenly being at that point, it was $30,000 in debt, we had take a note of credit to build out a new office right before Great Recession hit. It's like everything. I had a house ups in the country on a lake that was not physically underwater, but financially underwater. Whether it was that or I've had like a partnership split up. There's a knowledge, not only intellectually, but also in your body, that, hey, listen, I created something from nothing. I can certainly come back from this because I got more experience, I got more connections, I got more reputation, whatever. Nobody knew who I was as a 30 year old kid. I had no barely any experience. I had no connect, I had no capital, and I made it work. 


 Corey Kupfer
 What's going to stop me from coming back from whatever the next challenges? 


 Josh Wilson
 Super cool, man. Besides not selling your route in 1977, I tried to do the numbers 300 a week. That's fifteen k a year. Right. Even with the one multiplier, like, hey, that could have been a good investment. We throw that into apple. Anyway. Now you've been in law for a long time. Where would you say you focus? What's your specialization? 


 Corey Kupfer
 Yeah, it's really a deal. The way I say it is we focus on helping companies grow. Right. Some people say, who's your ideal client size is it bigger companies, smaller companies, I say. Listen, size is not the terminator. It's really if companies are smaller, medium or bigger, if they're looking to grow. I mean, listen, do we have some bigger clients, some of you who has a huge client, they want us to do some basic stuff. Will we take it? Of course. If they're not in growth mode, it's less fun for me, right? Because what we love to do is not only just document and execute deals, but we love to be strategic consulting and thought partners with our clients to figure out ways to help them grow. Most often because I'm not a sales trainer, right? One way to grow is you recruit your sales team and meeting whatever. 


 Corey Kupfer
 That's not what I do. Right, but the other way to grow is to find deal opportunities and not only and help the clients think through, okay, how can you get there? For me in my law practice, and it's also what I preach, like on a Deal Quest podcast, is that there's a lot of misconceptions about deals, right? A lot of people think, oh, you need to and this, oh, you need to have capital deals. Not necessarily. You have to be a certain size deals. Well, not necessarily. Oh, deals are just big M amp A are raising capital. No, they're strategic alliances and joint ventures and online licensing deals and online affiliate deals and sponsorship deals. We can go on and on distribution deals, join meeting deals, right? You can go on and on. Often when an entrepreneur comes to me and says, hey, Corey, we're trying to get into a new market or launch a new product or expand what we offer or geography, whatever it is, and we're having trouble, right? 


 Corey Kupfer
 Their sales mug is not working. The simple first question I asked them, which often they've not thought about because they don't have and there's not a criticism. They may be great entrepreneurs, but they don't have a mind. There's a mindset shift to become an entrepreneur. There's a mindset shift to become a deal maker, right? The mindset shift to become a deal maker is different than the mindset shift to become an entrepreneur. Because you may be a great salesperson or great whatever, but you don't have that deal maker mindset. Often the simple question of hey, okay, you're banging your head against the wall to get into this new location or this new industry or this new product out. Who else has access to that market, that geography, that client, that industry, whatever already that you can do some deal with and they haven't even thought about that, right? 


 Corey Kupfer
 Don't worry about how it's structured. There's a million ways we can structure the deal. Just figure out who has access to that. What is it that you have to offer them and what can they offer you, right? We'll figure out whether that's a joint venture or a strategic alliance or some contractual arrangement or whatever. Getting that shift any case going a little off. The point is that's what we love to do right now. We have all the services, we do office leasing for clients, we do trademark work, we do basic contract stuff and employment agreements and sales agreements, operating agreements. If you want to talk about what we love to do, it's to help businesses grow mainly through the old. 


 Josh Wilson
 Yeah, I love that. Super cool. So you mentioned your podcast. Why don't you give a shout out to your podcast so our fellow listeners could go, hey, I love talking about deals and I would love to hear a law guy who talks about deals too. Give a shout out to your podcast. 


 Corey Kupfer
 Yes. The deal cost podcast Josh actually, I don't know which is going to happen first, but if he's either been a guest that will be a guest soon, depending on whether my episode we are 180 something approaching 190 episodes in about three and a half years. In been very fortunate like listening to which members which measures overall reach of the podcast, not just downloads, but has this one top one and a half percent out of 2.8 million podcasts worldwide, which is kind of crazy. I thought it would be a very niche podcast. I do want it to be generally just podcast. We'd never get a million dollars, but we've gone in the first year from having 60 or 80 people or 100 people listen to an episode to getting around 30,000 lists a month now. So it's amazing. Yeah. The whole purpose is exactly what I talked about. 


 Corey Kupfer
 We have on entrepreneurs who've done deals themselves. We have on certain professionals like investment bankers and other folks that help people do deals. The whole purpose really is to help entrepreneurs and executives and business leaders open up their mind to see all the different possibilities of types of deals that could be done. Get the inside stories, hear the journeys, the good, the bad, the ugly, and just really start to shift and open up the possibility of what they can do in their businesses in terms of deal driven growth. 


 Josh Wilson
 Yeah. Deal maker mindset. Right, you mentioned that and I think I'd like to dig into that. This is a show called The Deal Scout. I am a deal guy. I love deals. I love, love deals. Right. There's a very different mindset from when I was an employee to become an entrepreneur. A very different mindset of deal making, a very different mindset of investor. Right. Everybody has a different mindset. To learn and grow, I think it's important to learn each mindset. As a deal maker. One of the things instead of, hey, you're going to spend all this time, energy enough to crack a new industry, who's already there that you could partner with. You add value to them, they add value to you. You guys are in. It's a strategic alliance. What other ways or things do you look for as a deal? Because you're a pro. 


 Josh Wilson
 You've been doing this, you're older than me. You've been doing this for a while. What advice could you give us about the deal maker mindset? 


 Corey Kupfer
 Yeah, so there's a few things that is interesting because I actually just did a very less than ten minutes solo cast on the Deal West podcast on this topic. People can check that out as well. Let's talk about it. One thing is what I mentioned already, what you're alluding to is just that shift to ask yourself the question, okay, you have a business objective or business frustration that's going on. The first shift is asking that question, like you said, who? Right? Not like how, what do I have to do? Who can I partner with? Who can I align with? Right? That's the first step in my mind in changing deal making. The second one is this is to recognize that especially with entrepreneurs and entrepreneurs consider themselves risk takers. Listen, let's face it, even without you, there's no question that's true. But there's a spectrum, right? 


 Corey Kupfer
 There are people really put on the line, and there are people who are situational entrepreneurs who maybe had a client base they left with and the risk was hedged. Again, no judgment of criticism on that. The decision to take risks and deals is a different risk decision, right? Just because you have taken the risk to start something for nothing and set up a company, which is amazing, doesn't mean especially if you're not comfortable and not familiar with deals, right? You have folks that consider selling deal makers, but they want to be deal makers, but they haven't really dealt with how to analyze or how to take if you're willing to take the risk that deals take. Because, listen, like anything else you do, there's going to be a risk in deals. Now you work to mitigate the risk structure, do due diligence and reduce risk. 


 Corey Kupfer
 That's another thing, is to understand that there's a risk decision that is different than the risk decision you made to start your company. Frankly, you can draw upon everything that you used to take internally, that you built up to take the risk of being an entrepreneur, to do the same thing on the deal side. And then finally the big categories. There's the whole conversation of resources, capacity, allocating time, right? Deals take all of that, right? If you spend all your time in sales and marketing in your business, or you're the operations person or whatever, you need to build a team. You need to put systems in place. You need to allocate time for what's important. You need to have project plans, all that kind of stuff. Well, You're making tech takes that as well. You may get lucky and find a one off thing, but if you really want to grow through deals, you've got to figure out who's going to do it, how you going to dedicate time to it, what the project plan around it is, or whatever. 


 Corey Kupfer
 Making that commitment to do that first, sure, you get into the logistics of it, but you've got to start with the mindset shift to say, hey, this port and this is a priority. We're going to put it in place. We're going to figure out the resources that we need to in the time and everything else we need to get deals done. 


 Josh Wilson
 It's so good because I think a lot of times as entrepreneurs wearing so many freaking different hats. The idea of a dedicated resource with a strategic plan in place, that's measurable makes sense. If it's like your job is deals, don't know what that looks like, go for it, right? Go talk to Cory, figure this crap out and run with it. Now, let's do this. Let's play a game. Since 1977 to now, what has been your favorite deal you've ever worked on? 


 Corey Kupfer
 Wow. Worst deal ever and worst deal ever. Okay. Boy, there's so many to choose from. I'll share something that should have to be one of my favorite deals ever. We're working on close. The reason I raise it now, it's very present to me is that I only mentioned history because it's still not done yet. Right. I have a client that I've had for 24 years. I helped them launch from day one, right. I helped them leave where they were, become an entrepreneur, set up the company, do all that stuff. We've been doing stuff for them all along, and they are about to sell their company for, depending on whether they hit or announce or whatever, somewhere between 60 and $90 million. Okay, so 60s up front, that's going to be definite. They're likely to get at least 70, and then somewhere between 70 and 90K goes on. 


 Corey Kupfer
 The reason why that is special to me is because 24 years, right. We talk about how we help businesses from startup to exit, but many times we get involved in the journey, right. They've already started up or whatever, maybe they don't get to exit. Right. To have that kind of thing, we're really, truly we are there at day one. In fact, my client reminds me that I actually helped him carry his boxes out of his former employer. Now, that's a service I've never provided to any clients since it's not on the menu. Have him be able to have and his partners have this phenomenal exit that's impending, that's very special. I mean, there's so many deals I could talk about that are great, but that one is very present to me because of the full circle nature. 


 Josh Wilson
 Yeah, that's such a cool incubated love, right? Like you were there for conception. You even carried boxes, which is cool. One day you and I are going to carry boxes and we're like, I swore I would never freaking do this again. I would never don't say that, dude. As soon as you say that, it's going to happen. To now they're getting prepared for an exit. Super cool. I love seeing success stories. Now here on the deal Scout, we like talking about some failures too, and some learned lessons from getting kicked between the legs. Worst deal ever. 


 Corey Kupfer
 Wow. Okay, let me think. I'm thinking about a couple. Okay, so we had one many years ago where I was representing a client who was a guy who sourced goods for companies, right? This is back when actually the Soviet Union had just split up. The wall was falling, right? Whatever. Russian companies were trying to do business internationally for the first time, but they did not have most of them did not have any capital. They were trying to do part of deals they couldn't get. This particular company actually had some cash and they did a deal with actually Purdue filled half a tank with tons of chicken. My guy was sourcing the other goods for them. What were they sourcing? It's almost like two stereotypical to even be a good movie, right? Blue jeans, cigarettes, electronic equipment, like everything back in the Tshirts, right, that the Russians want it, right? 


 Corey Kupfer
 Like the basic American stuff. We're doing another deal for that same client. I'm going to combine two things in the Philippines, right? Two things happened on that one where we got by it and it worked. When were in so on the Russian side. There became a big tense negotiation because the Russians in those kind of deals. You'd only have something called a nonstart convention clause which says. Hey. Listen. I'm going to introduce you to all these distributors and manufacturers. Whatever that's going to produce these products wherever. You can't go direct around me and cut me out of the deal. Making those introductions not only on this deal, but for a period of time there after very standard American club. The Russians who were again, this is like literally months after the Soviet Union fell, they had been under the Soviet rule where people were telling them what they couldn't do and they weren't going to have anybody tell them who they can do business with or not. 


 Josh Wilson
 Oh, man. 


 Corey Kupfer
 At first my client, I thought maybe it's a negotiating tactic. What I really realized was that it was real. This was like a real thing for them. Like they weren't going to be what to do. That deal actually almost died because of that. We actually saved that one. I'll tell you the one that really didn't work. It's just these stories come by because it's saying why we saved that deal by actually conceding that point to them, but only after we had later week to get all of our US. Supplies to sign not so convention agreements, which they didn't know where. They agreed not to do business with the Russians, which were actually more valuable because they were more enforceable against US. Entities. Right? 


 Josh Wilson
 Right. 


 Corey Kupfer
 So that was good. The one where we had trouble was, and it was because of legal and ethical reasons, he had another big opportunity in the Philippines to source a bunch of goods for a company. I get into a room, and with the other side, we're negotiating the deal, and there's somebody in the room. I don't know who they are. Like, they don't get introduced. They don't say anything or whatever. At some point during the deal, I find out that this is the minister, the government minister that regulates this particular area in the Philippines, who is not only in the room, okay, but is openly talking about the cut they're going to get to approve this deal in the Philippines. I'm like, I pulled my client out of the room. I said, you can't be involved. I said, I can't be involved? As a lawyer, you can't be involved. 


 Corey Kupfer
 This he said, well, that's the way they do business there. And I said, I get it. And we've run into many companies. The problem in the ups is there's something called the Foreign Practices Act, where if there's a crime in the ups to bribe, which is what it would be considered a government official. We ended up not doing that deal because of that. Here's the interesting part, and I think it's evolved but not that much. There are other countries, certainly back then, Germany was one of them, some of these countries that actually have rules against bribery and car practices within their country, but they actually do not have rules to be bribed. Right. Doing it in a foreign place like Bribing is foreign official, and they'll watch it as well. That's the way it's done there. It's not our problem. It's not within Germany or wherever it is. 


 Corey Kupfer
 Right. Not only do they allow it, but you can actually take a tax deduction for the expense for the bride. That was a team chat. Didn't work out. I could tell you a story. I certainly but I certainly have had deals that have went through and turned out to be bad as well. Yeah. 


 Josh Wilson
 I think super clever here's, what I heard is, so in the US, we have rules that maybe other people do not follow. Right? Having things tied up on US soil, non circumvents, and certain rules where they are enforceable or where you understand the law, super smart as a deal maker, I tell you. Maybe I would love to get your advice on this. I have some deals, like deal makers from Ae or wherever, SAE and all these places, I don't even know what they are. And they're asking to do deals. To be honest, I don't know the rules or how they do things. I prefer to stay do deals, US. 


 Corey Kupfer
 Soil. 


 Josh Wilson
 There's a lot of deals here, but I'm probably missing out. What are your thoughts? How do you approach global deals, international deals? How do you approach it? Because I'm a baby. 


 Corey Kupfer
 Yeah. For me, my biggest piece of advice to my clients, to look into international deals. And you're right, there's so much opportunity. But with that opportunity comes increased risk. You have all the risks of any kind of deal, and you have the risk of foreign regulation not knowing. I almost uniformly advise my clients, do not do a deal in another jurisdiction without a trusted local partner, at least in the beginning. Right? Now, listen, I have some clients. I have a client who used to be a shoe design of Crocs and has this own company for a long time doing clothing design, that kind of stuff, and shoe design. Because of his experience with Crocs and other companies, he had so much experience and connections, mainly in production in China that when he was doing that on his own, I'm like, okay, good. Yeah, go for a show. 


 Corey Kupfer
 Right? Because he knew that he lived it for 15 years working for someone else. So he knew he had relationships there. He can trust people. He figured out who are the good ones. If you're new to the game, the problem is there's so much you don't know. Also in some of these countries, whatever the laws, rules are don't matter because the courts aren't going to enforce them or take you 20 years to get there. It makes it even local customs, even negotiating styles, very different. If you're going to do an international deal, it's like anything else, be more careful. I'm saying don't do them and people do great. I would try to find a trusted local partner, at least for the first deal, two or three, until you get a landscape escape and build your own direct relationships. 


 Josh Wilson
 Yeah, I love it. There's some sayings in deal making, right? The deal makers, if you've been in deals long enough, you probably got some skin knees and you've learned some things. When it comes to if I'm sitting across from another deal maker, I have certain sayings in my head to keep me in the guide rails, right? One of them is I've heard this right? Pigs get fat, hogs get slaughtered. When it comes to the idea of a deal maker, we're doing big deals, right? We like working on big deals. If someone right off the bat is barking at my little sliver and theirs compared to mine, I see that as a yellow flag that person doesn't want to do more than one deal. Do you agree with that? What are some things that you look for as a red flag or yellow flag when you're sitting across the table from a deal maker? 


 Corey Kupfer
 Yeah, I 100% agree with that. One of the things I say, I said it on my podcast and buck on negotiating on that point, it's two things. First of all, many business deals create an ongoing business relationship, right? Any kind of joints, ventures, strategic alliance, partnership, you name it, right? Even acquisition. Sometimes the sellers are staying on. Maybe they becoming equity partners, maybe they just be employees. The point is that in business there's such a high percentage of deals that actually have an ongoing relationship. If you've been a pig right, on the other side and maybe you can do that because you happen to have negotiating leverage at that time, the other people, because of economy or something they did or whatever, or maybe personal stuff, they have a health issue that forced to sell whatever it is, right? Then great, you won the negotiation upfront. 


 Corey Kupfer
 You squeezed out an extra concession of dollars or whatever it is. You got to learn a relationship how incentivized, how good of a business deal partner of those folks going to be. You don't think they're going to be looking for ways to get back, right? What they lost in that negotiation. That really it's just short term thinking. It's stupid. Because the best deals are deals where, yeah, sure, in negotiation everybody gives a little, you don't get everything you want. That's the nature of a negotiation. Fundamentally, if people affair, then you're going to get the best ongoing results out of them. Most deals, the upside and opportunity can weigh outweigh the few bucks. When I say a few bucks, it could be a few million bucks, but still depending on the size of the deal. So that's one point. The other thing I say is even on those deals where it's not an ongoing relationship, right, you're buying a company and the founders are gone or whatever, no matter how big it is, the deal works really a small world and people get a reputation, right? 


 Corey Kupfer
 Listen, you may get away with it for a deal of two or three or four, whatever, but it's some point where it's going to get around, right? Once the legal community wants the investment bank community, the consultants, the accountants must the industry folks in that particular industry, trust me, people talk and then great, so now you've screwed people over on a few deals, but now nobody wants to do business with you anymore. 


 Josh Wilson
 That is so true and especially with the world of social media and email and crap like this. Back in the day, you might have been able to get away with, hey, I'm going to screw this kid and get his flyer route, right? Yeah. I'm just looking on LinkedIn right now, you have thousands of people following you, and together we have 199 mutual contacts. Now, I might not know all their names and birthdays and phone numbers, right? But it's a small world. If you wrote something and tagged me in it's going to be seen by 199 of my friends. There's this world of, like, integrity and honest deal making. I think social media has that's one thing. I think social media has done well. There's a lot of things terrible. That's one thing I love about it. 


 Corey Kupfer
 And here's the interesting part. We have that many connections, despite the fact that you and I only directly connected a few months ago. Yeah, right. So think about that, right? We're going to have more connections because now we know each other directly, but we had almost 200 connections. Even without that's only first level connections, right? It's not that flow effect. They'll go out to second or third level. 


 Josh Wilson
 Yeah. You see, you mentioned the word upside. Now, for me, I love the idea of upside. Upside to me is cool, right? You have to hedge your downsides, right. You have to be careful because you could get hurt, right. If you did some due diligence and some risk mitigation and whatever on the downside. If you have good upside potential, to me, that's the beginning of a deal. I love getting paid upfront, I love making retainer money, I love that. That's cool. But the upside is exciting, right? What do you look for on something with upside? Are you looking at your max cap or are you looking at potential or limits? What do you look for to make sure that it's worth your attention? 


 Corey Kupfer
 Yeah, so obviously there's a portion of it that's math, right, any of those measures. If I had to pick a single word that I'm looking for most on my own deals, or the deals that I do for folks, it's probably the word synergies, right? Because, listen, the best deals are and again, I'm leaning towards the ones that have some ongoing relationship the best deals are where one plus one, the classic one plus one is not going to equal two, it's going to equal three or five or ten or whatever. Right. It's not just from the part people look at. It is the cost savings. You can eliminate duplications, give ups some jobs, or efficiencies, frankly, in a good deal. Yeah, that's there. That should be the smallest part of it, right? Yeah. The best part of it is how the synergies come together for those two companies, right? 


 Corey Kupfer
 Because that's the best reason to do a deal. Hey, we're doing a deal not just to save some expenses. We're doing a deal because there's cross selling opportunities. Because we expanded the additional geography. Because we now can computer against some of the bigger competitors. Because we're now larger. Because this particular company has a particular product or service or expertise or niche that would really serve our client or our marketing or they're better at online sales than we are. And we're great and more consultative. High end sales. Whatever it is. It's those synergies that create that upside that usually mean the most. I think that it's interesting because your classic visionary entrepreneur may see the synergies but not realize some of the downside issues that can come up. Some of your financial people and whatever often are too focused on just the math, and they sometimes miss that intangible opportunity. 


 Corey Kupfer
 I think a good balancing between yes, not just being pie in the sky and having some numbers analysis, but also just not being tied only to the math really is what makes these deals successful. 


 Josh Wilson
 We had to do that recently. I absolutely love that point. We were doing a deal recently and were looking at our upfront retainer and it was below our normal threshold. Some advisers were saying, hey, I don't think that's a good idea based on this. I said, look at the ten different deals I could put together because of this one deal. There's a multiplier effect that takes this retainer and makes it mute. They're like, oh, I didn't think of this. I say that because there are some things that are more valuable than the today number. 


 Corey Kupfer
 Yes. 


 Josh Wilson
 The multiplier effect and leverage that could really turn a deal sweet. Let me ask you this. You're a fan of the arts. I see on your LinkedIn down towards the bottom. You're a very cultured man, right? Out of all music, movies or books, what is your favorite about deals? Has to have something about a deal kind of wrapped up into it. 


 Corey Kupfer
 Wow. Okay. All right. This is a question I've never thought of before. Let me think about it. 


 Josh Wilson
 It's a good one, isn't it? 


 Corey Kupfer
 Yeah, it's a good one. It's a good one. It's interesting because I think it'll be interesting to talk about this process going through my mind because I'm taking three movies that tells you about deals and other stuff, whatever. I'm like, no, because certainly in movies, some of them show, like, the bad aspects of deals. Right? Like the Jordan Beltfort. That's what the movies show. Because I think that it's the equivalent of a joke. That one of the reasons lawyers are totally over indexed against risk and they don't understand the upside of opportunity is because in law school, you don't read about the deals that work because they don't go to court. The only things you read about are the ones that go bad. Right. So, like in a movie, it's more interesting to talk about the stuff that doesn't do well. So, yeah. Wow. I've never been stunned for answer before. 


 Corey Kupfer
 I'm trying to think what I would say. 


 Josh Wilson
 Let me throw some filler in here. While you're thinking. Wolf of Wall Street, the Jordan Belford story. You have Glen Garrigue. You have Boiler Room. You have Tommy Boy. 


 Corey Kupfer
 Right? All of these are, like, bad there's. 


 Josh Wilson
 A bad guy in it. Or the bumbling idiot like Tommy Boy who makes a sale because he says, would you rather stick your head up his a** looking at the beat or take a butcher's word for it? Right? Like, Tommy Boy is our idol to look up to as a deal maker. He's great. I think movies only show, or maybe not only show, but typically show, like the bad guys of deal makers. And it's nice. 


 Corey Kupfer
 I'm having trouble, and I get it. Listen, I get it. Because probably the good guys are not as interesting from a movie point of view. Right? From the deal point of view, obviously one. From a movie point of view, it just is less drama and intrigue and whatever. It's interesting. Well, I'll tell you. I just thought of something. I'm trying to remember his name. The guy who wrote the surrender experiment. Is that what it's called? Surrender Experiment? Oh, my God. It'll come maybe I can let me see if I'm thinking about the right guy. This is a guy who. 


 Josh Wilson
 Michael Finger Singer. Yes. Okay. 


 Corey Kupfer
 Michael Singer, the fascinating guy? All right. If people haven't read his books, he created one of the biggest, most successful companies while basically buying a land that became, like, a spiritual retreat site and living out in the woods or whatever. Right. It's a great entrepreneurial story, and he certainly did deals. He eventually sold the company, and it's really a lesson in how you actually succeed through surrender, which is such a weird concept for a lot of entrepreneurs and, like, driving, goal setting. We got to do this. So actually, that's my answer. That's my answer. Michael Singer. 


 Josh Wilson
 I'm going to put that book on my list. That is such a great answer. Great answer. Because it challenges me because I am not a surrender kind of guy. Exactly. 


 Corey Kupfer
 Neither of my naturally awesome. 


 Josh Wilson
 I'm going to take a look at that. Michael, if you're listening, I want to sign a copy of that book. I'll buy it, but I want to sign copy. I collect signed copies of books, which I need to get a copy of your book. You have a book? 


 Corey Kupfer
 I will do. 


 Josh Wilson
 Let me take a look. 


 Corey Kupfer
 Authentic Negotiation. 


 Josh Wilson
 Authentic Negotiation. Three key to negotiation. Don't tell us all of them. Give us one key to authentic negotiation. I want you to give a shout out to where people could buy it. 


 Corey Kupfer
 Sure. My fundamental framework is Cde, so you're not going to find out what the D and E is because Josh only wants one. So the C stands for clarity. The difference in my book is that I don't talk about tactics and counter tactics or whatever. There's all kinds of stuff written on that. A lot of it's bad, some of it's fine. I talk about the internal body of work that you need to do to be a great negotiator, because I believe that everything is manifest from within, right? The bottom line is, if we go into a negotiation and apply any of these tactics that some of the other places teach you or you're in a place of fear or scarcity or desperation or whatever, that's going to come through, okay? We want to do that internal work, not to be in that energy. The first thing we do is get clarity. 


 Corey Kupfer
 When I say clarity, it sounds simple, but almost nobody does it at the level I talk about. Sure, there's some external preparation, research, what's going on in the industry, what multiples are, what people are paying, blah, blah. There's an Internet body of work to get clear on exactly what are your objectives and what's acceptable and not acceptable on every single appointment deal. I can't tell you how many multi million, tens of millions of dollars deals we do where people don't do that. I mean, listen, why don't you grow ups with business owners? We're busy, right? We don't take the time if you do that. Right. I have this thing that I call my true Bottom Line test, right? I'll play a little game with you, Josh here. 


 Josh Wilson
 I love games. 


 Corey Kupfer
 Okay, awesome. Let's say you are selling your company, right? We're going to make it up. This is not real numbers. You don't have to. Right? Let's make up. What would you like to sell your company for? 


 Josh Wilson
 $10 million. 


 Corey Kupfer
 Great. $10 million. What's your bottom line that you wish comes to? What's the minimum you would take between you and I'm, your attorney? Nobody else is going to hit ups 8.28.2. Great. Okay, so now, in addition to getting at least 8.2, when you might have three or five or 20 other important terms of the deal, right? When you get paid, whatever, you can't always get an appointment contract, right? Whatever it is, right? Now, I say to you, Josh, listen, I got good news for you. We've been negotiating with the other side, okay? They have agreed to every single other important term of the deal that you wanted, except they can't do 8.2, but they will do eight. $199,999.99. Do you take the deal? 


 Josh Wilson
 No. Principles? H*** no. 


 Corey Kupfer
 Ian Hill tell you, listen, obviously I set you up. Are you going to say that? But most people honestly would. Most people say, yeah, why wouldn't I? It's just a penny, right? I'll say, okay, what about a penny less than that, a penny less than that, or penny less team chat, you can get to zero, right? The level of clarity I'm talking about, it's easy to see with money. Not a dollar, not a penny less, not a penny more do you really need to come to that point where you're clear, like, this is the bottom line and that's true on anything. How long is your employment or consulting agreement can be, right? Is it a year? Is it six months? They want to stay on three years. What's acceptable? Not a day less. Not a day more, right. That level of clarity on every single thing. 


 Corey Kupfer
 Not from a place of rigidity. Because maybe you learn new things. Maybe they give you something else on this side and you do have a little more flexibility on this side. But from that point of total clarity. Because then it becomes very easy. Whether you're emotional. Whether you're tied up in the deal. Whatever. It doesn't matter. Because you can trude up back to that level of clarity you got and you can say. Hey. If we don't get to a deal. Right. If we're negotiating with somebody. Josh. And we don't get the deal. It's not because they're jerks. They went out just because their objectives don't meet our objectives. We can walk away from that deal, not from a place, because people always say you're going to be able to walk away. The problem is, a lot of people walk away from anger, upset, ego, whatever. 


 Corey Kupfer
 That's the key thing. No, if you're going to walk away, you walk away from a place of clarity, right? Not from a place of emotion. 


 Josh Wilson
 I love that I'm going to buy a book, but I want it signed. 


 Corey Kupfer
 It's signed book, my friend. You don't even need to buy it. I'll send it. 


 Josh Wilson
 We haven't a deal. I love free books, too. All right, so let's do this. Where could people go to connect with you and do a deal? 


 Corey Kupfer
 Great. My general website, which has, like, the book, the podcast, and can link you to the law firm, and just the general content I put out is just my full name, Corycofffer.com. So, Coreykupfer.com, the law firm is Cupferlaw.com Kupferlaw.com, but you can get to the law firm through Corey. Coreykupfer.com, you could also get a link through the buy the book. It's on Amazon and all the usual places. There's an Audible version, et cetera, and there's also links on there for the Dealer Quest podcast. 


 Josh Wilson
 Super awesome. Fellow deal makers, as you're listening in, the true bottom line test, having the clarity of the yay and the nay right in there, I think that's so valuable. To be honest, I think that's a true test that we need to walk through, and you're probably not going to think of it on your own. If you're doing a deal of a decent proportion, you might want to have a conversation with the pro to help you walk you through some of those clarity points. So, as always, reach out to our guests and say, I need help. I'm working on a deal or I want to do a deal. Corey's. Contact information will be in the show notes below. Connect with them and say, hey, heard you on the deal, scout, I want to do a deal together. Now, if you have a deal and you want to come on the show and talk about it, head on over to thedealscout.com fill out a quick form and maybe get you on the show next. 


 Josh Wilson
 Corey, are there any questions that I should have asked you that I completely screwed up and did not ask you? 


 Corey Kupfer
 Well, as I say this to my guess as well, we could probably go for hours and hours, in fact days on all the aspects of deals. So that's a question. Ian Hill tell you just one thing that comes to mind is people have been asking me the question that's been coming up a lot is, hey, in this market right now, things were so strong for a while and now we got talking about interest rates and the stock market had it left or whatever. Now it's coming. How is this affecting deals? Like our deals drying up, it's money drying up, it's whatever. I will tell you, in my experience, listen, we're just a microcosm, but we've seen the deal market continue to go strong. We've seen the m amp a market. We have so many m amp a deals going on now, we've actually even seen valuations hold. 


 Corey Kupfer
 I will tell you that there's of a shift that I've seen from putting a little more on the back end than the front end. Down payments have gone up on a lot of deals from the old days. We had 25, 30% to 50, 60, 70, even 80% up front. There's a little shift back to lowering the down payments and putting a little more on the back end to protect against downside. The money seems to be still flowing and the deals are still getting done unless the markets come back at least a decent chunk of the way. I'll just throw that out only because it's the question I seem to be getting most right now is how this mixed weird economy affect deals. So far they remain strong. 


 Josh Wilson
 Super awesome. Corey, thanks for coming on the show. You hang in. We're going to do a deal together. Ladies and gentlemen, thanks for listening into the deal. Scout, head on over to thedealscout.com fill out a quick form if you want to be on the show next. Till then, talk to you all in the next episode. See you guys.

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Corey Kupfer

Founder/CEO

Corey Kupfer is a deal-driven growth strategist, negotiator, deal-maker, speaker, and attorney. He is the founder of corporate and deal law firm, Kupfer & Associates, PLLC. He’s also the founder of DealQuest, host of the weekly DealQuest Podcast, and author of Authentic Negotiating.