Episode 380: Build a Winning Deal Program with Strategic Planning

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

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

WHAT YOU'LL LEARN:

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

THE WHITEBOARDING PROCESS:

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

THE INTERNAL JOURNEY:

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

STEP ONE: START WITH YOUR WHY:

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

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

STEP TWO: DEFINE YOUR TARGET PROFILE:

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

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

STEP THREE: ASSEMBLE YOUR DEAL TEAM:

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

STEP FOUR: BUILD YOUR MODEL:

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

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

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

STEP FIVE: DRILL DOWN TO DEAL STRUCTURE:

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

If you know you're targeting retiring business owners who want to cash out, they probably want more money upfront and less backend risk. If you're targeting younger partners who want to stay and grow, they might prefer less upfront and more backend upside. All of these specific terms fit within your broader model. You're not reinventing the structure for each deal. You're applying your established approach with minor customizations based on the specific situation.

THE POWER OF TEMPLATE DOCUMENTS:

The ideal scenario is completing your whiteboarding session, building your model, and creating template legal documents before you start seriously pursuing targets. When someone expresses interest, you can immediately send a letter of intent. You can start due diligence with established processes. You can deliver definitive legal documents quickly. This makes you look professional and serious. It shows potential partners that you know what you are doing and have your act together. Speed matters in competitive markets.

Corey understands the practical reality. Template documents cost legal fees before you have a deal in place. Some clients aren't willing to make that investment without more certainty. Others have already started conversations with potential partners before they come in for the whiteboarding session. Recently, a client did the whiteboarding session in the morning, then met with a potential seller that same afternoon. The seller was ready to move faster than expected. The documents got built for that specific deal, which also became the templates for future transactions.

REAL-WORLD APPLICATIONS:

The framework works across any deal type. While Corey uses M&A as the primary example because that's what most clients ask about, the principles apply to licensing strategies, joint venture partnerships, franchising programs, or any other deal-driven growth approach. The key is understanding what the ideal process looks like and getting as close to it as circumstances allow.

A lot of these factors depend on your industry and the types of relationships with clients and customers. The contractual length and other factors with those customers and clients help dictate what the model will be around things like retention requirements. If you're bringing in retired folks who are looking to get out of the business and will be gone after a consulting arrangement, that will dictate a different part of the model than somebody who is younger, coming in, going to stay with the company, and wants to continue to grow.

THE PERSONAL WHY MATTERS MOST:

Company objectives matter. Strategic rationale matters. Financial considerations matter. But your personal why as the founder or executive is equally important. Why are we entrepreneurs if we're not creating companies that let us build the lives we want? Too many business leaders grow based on external pressure or assumptions about what they should be doing. They read about how some company scaled through acquisition, so they think they need to do the same thing. They hear about the multiples PE backed platforms are achieving, so they assume that's the only path.

Then they build companies they don't actually want to run. They create obligations and structures that make them miserable. They achieve financial success but personal dissatisfaction. Your personal motivations are relevant and legitimate. If you want to build a legacy company, own that. If you want to create enterprise value for an exit, be honest about it. If you genuinely care about providing better client experiences, let that drive your decisions. When your personal why aligns with your company strategy, you create something sustainable.

PROVEN RESULTS:

These whiteboarding sessions have helped build platforms that have completed dozens of acquisitions. The firms that invest in proper planning make deal-driven growth look easy because they've built proper foundations. The firms that skip these steps end up scrambling, making mistakes, and wondering why their deal program isn't delivering expected results. The process creates tremendous value for every client who goes through it, helping founders create businesses they actually want to run while achieving their financial objectives.

Perfect for business leaders considering deal-driven growth, entrepreneurs building acquisition programs, executives exploring joint ventures or strategic alliances, and anyone who wants to pursue deals without wasting time and resources on opportunities that don't align with strategic objectives.

• • •
FOR MORE ON THIS EPISODE:
https://www.coreykupfer.com/blog/dealprogram
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FOR MORE ON COREY KUPFER:
https://www.linkedin.com/in/coreykupfer/
http://coreykupfer.com/

Corey Kupfer is an expert strategist, negotiator, and dealmaker. He has more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author, and professional speaker. He is deeply passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.

Get deal-ready with the DealQuest Podcast with Corey Kupfer, where like-minded entrepreneurs and business leaders converge, share insights and challenges, and success stories. Equip yourself with the tools, resources, and support necessary to navigate the complex yet rewarding world of dealmaking. Dive into the world of deal-driven growth today!

Episode Highlights with Timestamps

[00:00] - Introduction to the whiteboarding process for building deal programs
[01:01] - Why this process applies to all deal types, not just M&A
[01:53] - Five steps that must come before deal structure
[02:43] - The passion for visioning, planning, and strategy sessions
[03:24] - Why starting with deal structure is the wrong approach
[04:18] - The internal journey and making sure deals align with happiness
[05:24] - Step One - Starting with your why and getting clear on motivations
[06:26] - Using the five whys technique to go deeper on your drivers
[06:49] - Example of the five whys in action with client scenarios
[08:02] - Step Two - Defining who you're targeting to avoid wasting time
[09:54] - How to compete when you don't have PE backing in competitive markets
[10:59] - Creating authentic value propositions that differentiate you
[12:43] - Step Three - Assembling your deal team internally and externally
[13:27] - Why you need the model before individual deal structures
[14:08] - The mistake of doing deals opportunistically without consistency
[14:44] - Problems created by inconsistent deal structures across multiple deals
[15:02] - Step Four - Building a repeatable model that can scale
[17:01] - Deciding conceptual components like cash versus equity structures
[19:35] - Step Five - Drilling down to specific deal structure within your model
[20:34] - Determining upfront versus backend payment percentages
[22:17] - The ideal scenario of having template documents ready
[22:38] - The practical reality when clients have already started conversations
[24:56] - Socializing deals to key stakeholders after closing
[24:58] - The importance of not skipping the process even under time pressure
[25:25] - Why your personal why matters as much as company objectives
[26:24] - The danger of building companies you don't want to run

Host Bio

Corey Kupfer is an expert strategist, negotiator, and dealmaker with more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author, and professional speaker deeply passionate about deal-driven growth. He is the creator and host of the DealQuest Podcast.

Show Description

Do you want your business to grow faster? The DealQuest Podcast with Corey Kupfer reveals how successful entrepreneurs and business leaders use strategic deals to accelerate growth. From large mergers and acquisitions to capital raising, joint ventures, strategic alliances, real estate deals, and more, this show discusses the full spectrum of deal-driven growth strategies. Get the confidence to pursue deals that will help your company scale faster.

Related Episodes

Episode 80 - Deal-Ready Foundations with Corey Kupfer: Explore the foundational elements needed before pursuing any deal strategy, including team building and internal preparation.

Episode 84 - Business Partnerships Deals with Corey Kupfer: Understand how partnership structures work and how to create successful collaborative deals.

Episode 90 - The BEST Of Company Founders with Corey Kupfer: Learn from multiple founders about their deal-driven growth strategies and what worked in building their companies.

Episode 134 - Deal Preparation with Corey Kupfer: Discover the five steps toward deal-making success and how proper preparation prevents poor performance.

Episode 138 - 5 More Steps Towards Deal-Making Success with Corey Kupfer: Building on the foundation of deal preparation, explore additional critical steps for executing successful transactions.

Social Media

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Keywords/Tags

deal program planning, M&A strategy, acquisition planning, joint venture strategy, licensing deals, deal structure framework, whiteboarding sessions, strategic deal planning, repeatable deal process, deal-driven growth, deal team building, value proposition for deals, target partner profile, deal legal structure, franchise strategy, strategic alliances, five whys technique, business motivation alignment, personal why in business, cap table management, template legal documents, integration strategies, corporate development, wealth management M&A, PE competition strategies, deal model building