Rob and Heather Macklin - From Blue Collar to Buyout: The Legal Playbook Nobody in the Trades Talks About

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shop/fromthegroundupshow Again, is athletefresh.shop/fromthegroundupshow hey there and welcome to From the Ground Up Show, the show where we encourage and inspire the next generation of free thinking leaders by telling the stories of those that have been there, done that, and are still getting it done, building a life that they love with their hearts, their hands and their hustle. I am your host, Erick Loden. If you guys would help me out, like, share, follow, subscribe on social media, on your favorite podcast platform.

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Today, I am really excited to have Robert and Heather Macklin joining me. Robert and Heather do not work in a blue collar or unconventional job, but they help a lot of unconventional leaders in their capacity as attorneys. They have particular expertise in mergers and acquisition and helped our friend, Brian Gottlieb, exit his businesses over the past few years. I am confident that they will have a great deal of insight and information that is valuable for those of us that are in the trades or unconventional careers.

So Robert and Heather, thank you for joining me. Yeah, thanks for having Awesome. Well, we will dive right in. We like to start every show just getting to know you guys a little bit.

So do you mind telling me a little bit about your life growing up and how you guys got together and what led you to become attorneys? Sure. Heather, you want to go first? Sure.

So I actually come from a blue collar background. um I was born and raised in the Joliet, Illinois area. My dad had many businesses of his own that he started over the years. He was everything from a private investigator to a chimney sweep to...

like a maintenance mechanic, had a security company, kind of did the gamut of things. My mom managed a doctor's office. So Rob and I met actually in law school at the University of Chicago in Chicago, Illinois, and that was many, many, many years ago. And so we met there, got married a year out of law school.

I practiced primarily in commercial civil litigation at a large firm in Chicago for 20 years. And then... 10 years ago, we moved up to Appleton, Wisconsin for Rob's job, followed him. was the trailing spouse.

And once we moved up here, I moved my practice to a small local law firm. We ended up buying part of that law firm. We merged into some bigger law firms. And then in December of 2022, I left kind of that big law world and I stepped out and I opened Macklin Law.

I founded Macklin Law and opened it to be a boutique law firm. In these days, the vast majority of our clients are in the home improvement construction world. I do some litigation still, but I use what I've learned over 25 plus years of litigating. You learn what goes wrong and why it went wrong.

And so I now use a lot of that expertise to guide and counsel clients before the get into litigation to hopefully actually avoid ever getting into litigation. Put them in a stronger position to avoid that with disputes. And if they do end up in litigation, they're hopefully in a much stronger position to resolve it quickly. that's great.

Man, that sounds like a very interesting childhood. Is there anything that your dad didn't do? No, I used to laugh. mean, he was sort of your jack of all trades, master of none.

And he loved generating new ideas. And so he'd come up with a great idea for a business, and he'd get it started and going. And then, He'd get bored with it and he'd jump onto something else. um So yeah, I got to watch a variety of careers unfold over my childhood.

You know, when he was a private investigator, was oftentimes following uh cheating spouses. So he'd bring my mom and I along on stakeouts because nobody is looking at a family, you know, like, are they following me? uh And so we'd just kind of go along. And so, yeah, when I was a child, I got to got to be involved in some of those kind of fun.

shenanigans. man, that's awesome. That would be very interesting. I'm sure he'd be a fascinating guy to chat with.

awesome. Well, Rob, how about you? What was childhood like for you? Yeah, so I grew up in Los Angeles in the Santa Fernando Valley.

that's know, capital T, capital V. If you've watched movies from the 80s, this is the valley. Family came like probably half the people in California came out to California either in the mid late 30s, early 40s, either either because of the Dust Bowl or from World War Two. Went to UCLA out there and then like I said went to went to law school, met Heather there.

So I was kind of a typical California kid growing up. I still to this day wear shorts in the Midwest way too often probably and flip-flops. And if I could find Maui and Sons t-shirts in my size, I'd probably still be wearing those too. So we met in law school.

Heather can go like, I spent the next 20 years at the same firm. I had a bunch of different jobs. So I started out at a very large kind of global &A firm. named Scab Narps doing multi-billion dollar transactions.

I went from there to a small house where it's a reporting company. So got to go to England and China to buy basically everything you see in Starbucks that's not the coffee, things like that. So whether it's an espresso machine, a press, a coffee cup, all of that stuff, was fortunate enough to be kind of be in the Chinese economic zones. really early on, like prior to 9-11 was there when China was still industrializing, like super interesting times.

I went from there to a company that introduced BlackBerrys to the United States. So wireless technology company, we owned a data network and a satellite and did a lot of work in telecommunications. And then I was in that period of time, I joined the Naval Reserves as an intelligence officer. did a bunch of training, deployed to Iraq.

was part of a SEAL team at that point as an Intel guy, not a SEAL, but an Intel guy doing human intelligence collections for them. Came back from that, stated technology a bit, ran an IPO, went to a large healthcare company for six years, did all kinds of &A there, and then took a GC job with a company called Lines Laundry. So if you ever had a washer, dryer, if you remember the brand name Speed Queen, that was the residential. Still is the residential brand of that company.

And then they moved to Miami and I didn't. And so I ended up joining Heather at that small law firm so that our paths crossed together. So I've been in a bunch of different industries doing M &A, securities work. I was the corporate secretary for a lot of these companies.

So a lot of just general corporate work. And then once I got to a small law firm, I ended up kind of almost, I don't even know how it happened. I ended up crossing the passage. with Brian Gottlieb and that got me into home improvement and started doing, know, I have sold three companies and bought one for him, but also doing deals for, you know, for Rusco and Woodbridge and Carefree and Safe Showers, all kinds of other guys in the space.

Florida Window and Door, it's work for them and just kind of, it really kind of blossomed for Heather and I. A ton of work there, whether it's M &A or TCPA stuff. A lot of employment contracts, a lot of folks want to give equity to their employees uh and kind of that employee equity component always seems to align with corporate work as well. And then I kind of got sick of that honestly and wanted to go out on my own.

we, I met up with Brian's former finance manager, Justin Hatcher, and he and I and his wife Jen started One and Fund, which is a Home Improvement Finance platform. I we think it's the best out there. And we merged with OneClick Contractor, which is a pricing tool, last April. And I'm on the board of that now.

And somehow along the way, Heather and I ended up starting a concrete coatings company called BAM Concrete Coatings. We're in Iowa, Wisconsin, and Texas. And then have a shower company that we started, really spun off on its own this year, American Shower Company, here in Wisconsin as well. doing quite well in that and kind of off the race.

Somehow didn't have any sense of getting every home improvement and just it happened that now in other countries. and I also do some consulting work with a few folks at Finish Line Strategies as well. So we help companies exit. So any given day I've got a half dozen different email accounts that I monitor.

So it's a little confusing at times. I don't know, I won't say I'm like Heather's dad, but I have been in a lot of industries, not as much as where I was. certainly been in a lot of different places. Yeah, I was just going to say they say a lot of people pick someone like a parent that they end up marrying and those stories have a lot of parallels there.

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MacArthurCo.com. Uh, yeah. Um, no, it's, funny.

We, we, we, do that, but, from a legal perspective, we, we do a lot of things for home improvement folks, but we also, know what we don't do. So I'll give you, for instance, like we don't do trust in the States. Like it's super important if you have all improvement company. There's a lot of things you need to do, like most particularly understand what happens if I get hit by a bus who runs the company.

And the answer is I'm to give it to my wife or my husband is usually a terrible answer. And you need to figure that out. I don't do it. If you call me up and say, Rob, can you get me a, can you help me with this?

I'm going to go like, here's who I use for my own personal. Stuff right so kind of knowing what you know and knowing what you don't know uh is critical but we can do most anything on the home improvement side. We've kind of got that that specialization on on an industry basis now. man, you said a few things there have me really curious.

I know we got to be cognizant of time, but it sounds like you you join the Navy Reserves a little bit later in life than most people do. um What what gave you the motivation to do that or what led to that? So that was a post 9-11 sense of wanting to do something to get in the fight somehow. A lot of my family members had been in the Army or the Navy as well.

When I was kind of coming out of college, I graduated in 93, graduated high school in 93, college in 96, law school in 99. know, 90s, if you remember back that far, was a massive draw down in the military. I had friends that actually went to flight school in Pensacola, Florida. you know, one guy particularly I was there for nine months and he flew seven hours in training.

And they finally just said like, we're going to kick you out because we don't have any money for fuel at this point. So kind of the 90s was if you're getting out of those checkpoints in your life, 90s is not a good time to try to join. So it was kind of post 9-11, wanted to do something interesting. I actually called the Army, recruited my area, because I figured I'm a lawyer, they're going to make me JAG officer, and they never called me back.

So I'm like, well, who else? mean, Navy's got cool dress uniforms. know, Heather liked the dress whites. And of Top Guns, so let's go there.

And they had this program. about half of, least at the time, I don't know what it is now, I see it's something close, half of the Navy's intelligence capability actually lies in his room. I'm like a lot of reserve units. When you're in the Intel, you actually do work on a daily basis.

It's not like you train. You actually do stuff. So I would spend my weekends writing strategic papers, drafting reports, things like that. It was kind of cool.

You actually get to do things. And then when it came time that I was going to deploy, I figured, let's do something really interesting here. So, yeah, I you know, you're going to deploy. It's a racks going on.

Everyone's going to deploy at some point. And the unit I was with, we would have deployed to England. And I'm like, I don't really want to do that. Let's do something more interesting.

And I had found out that the bullfrog so the bullfrog is your senior most sealed by years. The Navy had started up a reserve unit called ONI Trident that was specifically designed to provide intelligence capabilities to SEAL teams. So natively a SEAL team has only two intelligence officers, just not sufficient. Like it's really, really good if you go back to like the 80s, it's Russia and the SEALs, you put seven or 12 guys on an aircraft carrier and it's like, okay, we want you to do Marine reconnaissance of this.

this beach or go blow up this radar tower that's two miles inland, whatever. You don't need ton of intel capacity, but when you get into the war on terror, now your job is to go find bad guys. You have to figure out who the bad guys are, and that requires a lot of intelligence. In particular, you're taking individuals off of targets, and you're interrogating them afterwards, or you're running sources, or you're working with locals.

that intelligence capacity just uses a lot of resources. So Captain Pete Weichl at the time created this unit called the One Eye Trident, which is reservists. They sent us off to a bunch of really, really fun training. So I was a Defense Intelligence Agency certified interrogator.

We did a bunch of stuff at Blackwater where the SEALs trained. That was the best three weeks of my life. It was just a lot of like driving cars at inappropriate speeds. shooting every gun in the inventory and uh when the US government is buying you ammunition, gets really, really fun for a while.

So we got to do that and then deployed to Iraq. So I was gone for about a year. At the time, Heather, let's see, had had, my son was nine months old when I left, 15 months old when I left, excuse me, and my daughter had just been born. So Heather kind of bore the brunt of that, so thankful to her for.

her ability to watch the kids. So she took some maternity leave from her firm at the time. Her god sister stayed with us and her kids. So they had a big household for a while.

But I was off in Iraq for six months or so, did six months training stateside. It was an interesting time. And it was kind of good time to be in Iraq. got to see really at the time, the the ebb of violence right after the surge was in that period.

I'm really jealous that you got to go uh train with the seals at the Blackwater facility. That sounds like a dream come true to me. That had to be pretty cool. it was pretty fun.

had, so our unit went out. We had an FBI guy and two former special forces that had retired during the training. And what's cool about the ranges there is you don't have to, it's weird. Like if you've never been in the military, and I say the military is afraid of guns.

It's weird that like the army doesn't like they don't like guns. They just don't they don't want to carry guns and so You know you have the situation where like you go and you train people and you train them on a cold range and they can never have their weapons loaded unless they're already pulling down range and you go awesome we're gonna send you to Iraq and you kid have your weapons loaded on base and get a carry with you and then you leave the gates and it's like okay load your weapon and wander around and have a 360 degree fire lens like you've never trained for that and so It's funny, like you could do stuff in black water that you can't do in a military range.

uh You know, you could run a hot range, you could do facing movements, things like that. It's very weird in how the military's relationship to weapons. Huh, well thank you very much for your service and man, yeah, that's fascinating. I bet we could do a whole episode just chatting about your time there in the Navy, so.

Yeah, it was interesting. And strangely enough, when we moved to Wisconsin, the only guy that I knew here was a guy that I had deployed with, a good friend of mine, and called him up, called Chad up and said, hey, we're moving up to Wisconsin. Who do you know? And he goes, well, my fiancee's sister's a realtor.

I'm like, that's odd, the last time I talked to you, were married, but whatever. So he ended up finding us a realtor who then became our friends and actually our business partners in a bunch of different things as well. So kind of really turned out in a very fortuitous way. That's pretty cool.

So I know as lawyers, uh you mentioned a few graduation dates. You guys have some pretty extensive education. What does the education track look like uh to become an attorney? I'll jump in so they don't have to listen to Rob anymore for a while.

it can look, the path can be different for everybody, right? Your undergrad can be in anything. A lot of people go political science or they think that's the route they need to take to go to law school or they do a pre-law track. It's not necessary that you do that.

I actually double majored. I majored in English with a writing emphasis and I majored in speech communication. Both are areas that require, have skills that are required in being a lawyer, right? You write a lot when you're a lawyer and you talk a lot when you're a lawyer.

So that was my path to get to law school. know Rob majored in economics at UCLA. We had a lot of people in our class. We actually had some doctors.

We had one guy who was actually doing his residency at the University of Chicago Medical Facility while simultaneously getting his JD at the law school. I actually think his time in the law school was more when he slept. But he managed to graduate and get his degree, so he was a really smart guy. And you can kind of take the path anyway.

And then once you're at a law school, if anybody's watching and thinks they want to go to law school, my biggest piece of advice to you is go to the law school that's the highest ranked one that you get into, because that's really where the job come from, right? They start at the top and if you're in the top 20 to 25, 30 law schools in the nation, you're going to have a much easier time finding a job getting out. We were at University of Chicago, which was fourth in the nation at the time, so we interviewed at a lot of different law firms.

I took my offer at a law firm called Barrick-Farrazzano in Chicago. It was a solid mid-size firm size-wise, but we tended to play in the pool with the big law law firms. And that's where I was for 20 years before we moved to Wisconsin. So you then pick your what you're interested in.

A lot of people go litigation because that's how they teach law in law school is reading a lot of cases. But there are people who know they have no desire to be in a courtroom ever and they find a different path. So Rob was one of those and you know he went off into the corporate realm. We have friends who you know went off and became Pat.

attorneys. We actually have a number of classmates who are now federal appellate judges. We have one sitting on the Fifth Circuit, we have one sitting on the Federal Circuit, we have two classmates who are on the Ninth Circuit. We have a close friend and classmate who is the Solicitor of Labor under George W.

Bush and he also was Chief Counsel to Vice President Mike Pence. We came from a class where a lot of people have done a lot of really cool interesting things in the legal world. That's really cool. Sorry, go ahead.

for the education itself, it's three years, but the first year is really where the hard part is you're going to adjust to. And I know what law schools are like today necessarily, but certainly at the time, the University of was much more traditional in its approach using the Socratic method. you know, I'll recommend to folks, if you've never seen the movie, The Paper Chase, It's a wonderful movie from the early 70s. John Houseman, if you don't know the name, you certainly would recognize him or recognize his voice at the very least.

most professors didn't have you stand, but basically it was, here's the case for today. You read it, you come in, and the professor will just randomly call on somebody and tell you to talk about the case. What do you think? And then they'll just start asking questions.

What about this? What about that? What if this had happened? What if that fact had changed?

Where did it go? That people would argue. So you may spend an entire hour in that class and the professor never actually told you anything. They would want to make you think and ask questions and question your own assumptions and question your own knowledge.

And so people who came in that were very, very confident that they knew the right answer oftentimes left befuddled and confused, which frankly is a lot of being alone. lawyer, there is very little in the legal world where, man, there is a straight obvious answer. And even if there is a straight obvious answer, if you have to go to court like Heather does, maybe the judge gets it wrong. Maybe the judge doesn't like the way you look.

Maybe the judge thinks that you look like their fifth grade biology teacher that flunked them. Who knows? And so there's just a lot of uncertainty in the world. we try to portray that to our clients.

Sometimes you get a lawyer that says if you do this, this will happen. It's absolutely certain. And anytime you have a lawyer or frankly financial anybody advised to tell you that, they're wrong. The people who are very, very certain about themselves tend not to really understand the issue.

So it sounds like you guys both, yeah, started pretty early from the very beginning of your career or your education. We're headed towards law. When was it that you first became interested in a career in law and what caused you to pursue that? That's, I think your assumption was incorrect actually.

I couldn't even, I honestly can't tell you why I took the LSAT and decided to go to law school. When I think back to college, that... wasn't really on the radar. Somehow I took the LSAT and I did a really had a great score on the LSAT.

And so I was applying to law schools and there was a point in there where I had senioritis and was like, why am I going to law school? didn't come into college to go to law school. And I went and talked to one of my professors in the speech communication realm and he's like, I think you should teach. I think you should go get your master's and your PhD and you should teach.

And I was like, you're right. So I ran off and I took the GRE, confirmed that my LSAT score was not a fluke because I got a perfect score on the logic part of the GRE, which is very much what the LSAT test is. It's all logic-based. And then I was offered a couple of full ride teaching assistantships for getting my masters in speech communication.

But if I didn't want to teach and I had a masters in speech communication, it was kind of like, what do I do with that? What am I? If I go to law school, I'm a lawyer. And honestly, that was kind of what drove me in that direction.

And then I ended up at University of Chicago and met Rob. I mean, I've enjoyed my legal career. Don't get me wrong. It's just funny when I think back.

I can't really pinpoint a moment where I was like, I'm going to law school. Okay, interesting. kind of ended up there almost by accident and kind of get to senior year and I started throwing interviews in the Career Center for jobs and I you know went not really sure what I'm doing I kind of had no guidance nobody's sort of said like well this is the path to go down and then I there's a guy that I used to help out was was a deep wedding DJ I used to help out Alan and you know shut down the like, you know, shut down, pack up, all those sorts of things, hang out, spell them on a bathroom break, whatever it's going to be.

And he's like, you know, I just read an article in US News Report that like the highest, the highest earning people are joint JD MBAs. So I started putting in applications to law school and MBA school. And then I was doing an interview with somebody and they're like, you should get a PhD in economics. And I thought, I don't know, well, Chicago is pretty good for economics.

Maybe I can kind of seek into the into the program there. If I went to law school there, maybe try to seek into the business school, not really sure. The law school accepted me, the other ones had deferred me. And so I went and I kind of just like, I don't know, it's kind of fun the first year, right?

I enjoyed the kind of interesting intellectual nature. know, Heather mentioned some of our classmates who were federal judges or well, know, she and I did both pretty good in school. And you go to a place like University of Chicago and you think like, I'm not really that smart. Like there are a lot of people that are way way smarter than me.

Now, some of them you wouldn't actually trust to walk your dog, but that's a separate issue. But like just from like pure intellectual horsepower, you know, like if you've, if you're a fan of the big bang theory, you know, the Sheldons of the world also go to law school sometimes. And there are people like that. And you're like, I cannot, I cannot believe how simultaneously smart and stupid you are.

But so. We work so heather ever kind of like middle of the pack, more average people at the law school than some others. Okay. but we still manage to get jobs and make a career of it.

Good. There you go. It seems like it turned out well. You know, especially the millennial generation, we hear a lot of stories of people that kind of went to college because they didn't know what else to do and they wind up in a job that didn't require their education with a bunch of student debt hanging over their heads.

It sounds like you guys maybe kind of did the same thing, but it turned out really well. How do you look at education and you know, would you advise your kids as far as education and planning a future career, given your experience? We've gone through this recently. So we have a son who is a first year um in college and we have a daughter who's a senior in high school and our son didn't know what he wanted to do.

He has a ridiculous amount of passion for and knowledge about trains. Like he can talk trains ad nauseum all day long to the point where I'm just like, how do you know this stuff? And he'll go out and he'll find people that he can talk to and ask questions about a particular train that he's researching. We have the National Railroad Museum here in Wisconsin in Green Bay.

He volunteers there. He does a lot of research for them to figure out like a piece of rolling stock that they have. Where did it come from? What's its history?

And he'll just call people and email people. But he didn't know what he wanted to do for college. And Rob knew somebody who their child was applying to the University of Edinburgh in Scotland. He was like, well that could be kind of cool.

Like, you know, I mean that's different. So he applied there and he got in. So he's completing his first year at the University of Edinburgh in Scotland where he's studying history. And he's one who when he didn't know what he wanted to do, you know, I said to him, listen, if you don't know what you want to do right out of high school, that's okay.

I sort of look back and I think it's ridiculous that we sort of thought we knew what we wanted to do. And if you need to take time, you want to go to like the local technical college, so Fox Valley Technical College is here in Appleton. Go there for a year. Take a bunch of classes in a lot of different subjects and see if something grabs your attention.

But the history thing worked out. He was accepted at Edinburgh. Now we're at a point where he's actually considering whether he wants to stay there. He's done a full year there.

The bureaucracy of the United Kingdom in all of its various levels has been kind of frustrating for him. I told him it would be. And so now he's considering whether he wants to transfer back to an institution here in the United States. And we've been having those conversations with him and we're like, look, you know, if that's what you choose that you want to do, that's great.

We support you in it. But make sure that it's you're not going to regret making the change. And you're going to have to do some of the legwork to research and determine what the path is you want to do. Our daughter on the other hand decided about a year and a half ago that she wanted to be a dentist.

And she did all of the work to figure out where she wanted to go and what she wanted to do with that. And we pushed her on it because we were like, well, that's out of left field. Why do you want to be a dentist? But she had good answers.

And so she's now been accepted to Marquette University. But for both of them, we've always said since they were little, know, college might not be the path. It's not the path for everybody. And it's more important, in my opinion, that you find a career that you can be happy in, that you can enjoy doing.

You don't dread every morning getting up and going to the office or going to the shop or whatever it is you do. The most important thing, in my opinion, though, to be happy in whatever career you choose is to live within your means. Don't live beyond your means. And so for our kids growing up as the children of two attorneys, we said to them, look, if your dream is to be something that doesn't make maybe what an attorney makes on an annual basis, that's great and we support you.

But don't expect to live the same lifestyle maybe that you grew up in as the children of attorneys. You might have a smaller house, you might have an older car, you might not eat out as much, whatever it is, just be cognizant. into that. And I would say that's true for anybody.

Even if you're, you know, a surgeon making, you know, a million dollars a year, don't be buying 20 million dollar homes on that salary. Because you'll be miserable because you're constantly feeling the pressure of having to pay the bills and then you have the golden handcuffs. And if something else comes along that you're interested in doing, it's going to be very, very hard to now step out of that world into a different world because you're going to feel bound by all those tethers that you've made for yourself.

And I don't know if you work, you're working with a lot of the blue collar segment and sector, I'm sure you follow Mike Rowe a lot. I mean, he's obviously somebody who's a champion of the blue collar worker. And he once said in an interview something that I, he still, know, this is a big thing for him, but this particular turn of phrase that he had really stuck with me. And he was talking to somebody and he said, you know, We're sending kids to college and we're training them for jobs that no longer exist.

And in order to do that, we're lending them money that we don't have and they're never going to have a chance to repay. Like it's this vicious cycle of telling them they have to do this but not really preparing them for what that means and not everybody needs to go that path. And I think that that's really true even in today's world. I think it's been true for a long time.

not everybody needs to go to college to be successful. And I think right now, you know, we're going to see a real tipping point in our world, you know, with AI coming online, right? AI is going to take out a lot of jobs that are those careers that are typically and traditionally thought of as needing to go to college and get your four-year degree. But I don't think AI is going to be taking out the plumbers anytime soon.

AI isn't going to be taking out the electricians, the HVAC. I mean there's elements of AI that will come into those areas, but AI isn't going to change the, you know, the ring on your toilet if it goes bad. It's just reality. So I tell a lot of people that I talk to now whose kids are in that, you know, age of trying to figure out what they want to do, like look into the trades, man.

There is... There is a great path to being successful in the trades. And I know a lot of tradesmen who make a really good living, and they're very happy doing what they do. They love working with their hands.

They enjoy the job. No day is the same. And they're bringing home a good wage. And they can afford to do a lot of the things that they want to do.

And then if they're lucky enough, like lot of the people that we work with, to sort of create their own business, that's been a path for a lot them to build a business, know, employ a lot of people, grow it, scale it, and then find that somebody out there sees value in that wants to pay them for that value at some pretty sizable multiples, and really give them generational wealth that they might not have thought back in high school, you know, I'm sure a guidance counselor 20, 30 years ago, if they'd said, I want to go be a plumber and I think I'm going to make millions, the guidance counselor would have laughed him out of the office and been like, no, sorry, kid, you're not going to make millions.

Now they're the ones laughing, so. Yeah. man, there's some great advice there. Sorry, Rob.

Go ahead. Yeah, no, it's like when you talked about taking on the debt load, think that's where it's, you got to have a really good look at the university you're going to, right? So if you go to law school at the University Chicago, I have no idea what the tuition is now. It may cost you, let's say you're going to take on $250,000 of loans, maybe $300,000 of loans if you're going to borrow the money to go to UC Law.

But you have a 99.9 % certainty of getting a job if you want it at a law firm that's going to pay you a starting salary. What's first year big law now? Probably $220,000 a year?

So it's not an insane calculation to borrow 300 grand so that you can walk out at the age of 25 and make $225,000 a year with a path towards making a half million bucks if you're willing to work hard. Now you tell me you want to go to. I don't know, Illinois State, and go to law school and take on that kind of debt, and it's just not worth it. There are other places that you can go.

And if you want to go to a small liberal arts college that's charging $75,000 a year for tuition, if you got rich parents looking for it, sure. Otherwise, why would you do that? I think you could have amazing experiences. And we are fortunate enough to be in position to send our son to Scotland for a year.

But honestly, that year in Scotland, even with the travel, is cheaper than the private liberal arts college in town here in Appleton. So you could have a great experience, get an entire semester in and still come back. So it's really about, I think, being honest with what obligations you're taking on in the future and where it's going to lead you is really the key, in my opinion. I just looked it up out of curiosity while Rob was talking.

So annual tuition at the University of Chicago Law School is currently $85,000 a year. That's just tuition. That doesn't include your room and board, your cost of living, meals, things of that nature. And it wasn't anywhere close to that.

That's more than double what it was when we were going there 30 years ago. And then you ask, what you get for that? Like, what are you getting? You get a great education.

I get it. But quite honestly, and this is not a dig in University of but any law school after the first year, there's not much education happening. What you're getting is a bunch of connections. You're getting access to a bunch of potential employers.

And you're getting a check mark by your name that says, somebody else vetted me and found out that I was really smart and a really hard-working. And that to be, I mean there's a whole series of economic literature on this, basically comes down to most economists agree that you don't actually learn, there's nothing you learn in college or graduate school that makes you better at your job for the most part. That's a very minimal effect. What it does is it tells the world that you were able to do that, that you were smart enough to get into a great college and that you were good enough and that you were conscientious enough to stick around.

It's a signaling effect. It's not actually learning anything. And if you go back 150 years and you go back, let's say you wanted to work for Thomas Edison, you wouldn't go to college, but he'd make you take a test. And you got to pass the test to work.

that's for variety of, we can get into this later, a variety of reasons that that now becomes highly problematic under our civil rights laws to do that anymore. And a shift back towards that could help identify like a really smart 16 year old. I'll give you an example. The CTO that we had at One and Fund, he emancipated from his parents at 16 and would immediately work for Microsoft.

You know, and the dude is brilliant. He's the best CTO I've ever worked with in my life, best programmer I've seen. But he could do that and somebody who's willing to take a chance on him like that. So, is college the right path for everyone?

No. Maybe yes, but certainly live within your means and understand what it is that you're buying from college. And if your parents have extra half a million bucks to give you four years of party time or seven years of party time, depending on how good you are. Like great, but consider it that.

It's a gift and party time, not a serious educational experience sometimes. that's some great advice. I love that. I really like the, you know, living be living within your means and recognizing the choices that you make that, you know, life is more than just numbers on a check.

And, uh, when you choose what you want to pursue and what you want to devote your life to, you're, you're making a choice that affects a number of things in your life. And, you need to do that with your eyes wide open and, and realistic expectations and. Some jobs pay more than others and you can enjoy a life making a lot of money with a high paid career or you can enjoy life with a lower paid career. You just need to be realistic about the choice you're making.

I like that. So I know you guys both left other practices to kind of go all in on Macklin Law and now branching off into other businesses as well. What was it that caused you to want to go all in on your own firm rather than continuing a career working for someone else? For me, was, so I had been at a bigger firm in Chicago and then I moved to Wisconsin and I was at a very small firm.

And the legal market locally is a vastly different legal market than the one that I was in for 20 years. But I found over time that I liked dealing with that sort of smaller market to some extent. I liked working with kind of those smaller startup mom and pop businesses, business owners. I often was dealing with the same attorneys on the opposite side from me, you know, all the time, which never happened in Chicago.

I never once had the same attorney on the other side in a case when I was in Chicago. That never happened. And there was just something about it I liked. And then as that firm merged into bigger firms, at the end there, they had just merged into an Amlaw 200 law firm that had offices in five different states and was 250 attorneys in size.

And that was the wrong direction for me. I didn't want to do that anymore. And I also realized that the economics of it, you know, There's trade-offs. mean, what we were just talking about in terms of live within your means, right?

Make the choices you're going to make. Be smart about the choices that you make. Think about the choices you're going to make and understand that there's always a trade-off. When you choose one thing, by choosing that, you're necessarily not choosing something else.

And it was the same in the economics of working for a law firm. You know, I was looking at how much time I was spending on something. I knew what the firm was billing me out at and I knew what they were paying me. And I was like, well, wait a second.

giving other people an awful lot of my work ethic, my time, they're benefiting from it greatly. And I didn't know that I really felt like I was getting a lot back in return other than what they were paying me as a salary. I wasn't necessarily, because I was at that firm, generating more business and people were like, you're a lawyer at that firm? Yes, I want to hire you.

They were hiring me because of me. They were hiring me because of word of mouth from people that I had worked with. They were like, so-and-so worked with you. They said I should call you.

Bob and I talked and I was like, am I doing this and killing myself where I'm, you know, if there's a month where I traveled or I didn't go into the office as much, they're like, well, you didn't bill enough hours this month. Like, really? So I stepped out and was like, you know what, I'm gonna start my own thing. I think I have enough clients who will go with me.

I have some ideas on how I can generate business on my own to pay the bills if I need to. And so I did. I kind of took that leap of faith. I started the law firm.

You know having a law firm is not a huge capital intense startup. You know there's not a lot of equipment you need to buy and I work out of my house which to me was a way to minimize the overhead and then I could be smart about how I was charging my legal fees right? I wasn't charging people for some fancy office somewhere. I was charging them for truly my time and the value of that.

And I'll tell you now I've had the firm for more than three years. I've never once advertised. I don't have a marketing budget. don't pay for ads.

I'm not on the radio. I don't have TV ads. I don't advertise in chamber stuff. I just don't.

Everything that I've built in the firm and then when Rob came in and joined me too, it's all been word of mouth. It's literally been people that we've worked with, they're talking to somebody, especially in the home improvement world. That world in particular, We got to know a few people. They worked with us.

They liked us. They appreciated the value of what we were providing to them. didn't just view us as uh a, you know, a lot of people view lawyers as, you just want to bill the fees. You just want to charge us money.

And they don't, we're not a revenue producing aspect of anybody's business, right? We don't produce revenue for any of our clients. We do, however, protect the revenue that they produce and earn. them advice to hopefully avoid the problems that could be a drain on that revenue that they've made.

So they appreciated the value of that and it's now funny like our paralegal, we have a paralegal Tina who works with us and you know she and I laugh sometimes like you know like any business it ebbs and flows there'll be a period where you're kind of slow and you're resolving some things and you're closing out some matters and you think goodness I don't know what we're gonna do next month like I hope some more work comes in and then suddenly like the phones just light up and I'm getting text messages and emails like, hey, Brian Gottlieb said I should contact you.

I've got a business here. This is what I'm doing. Can you work with me? And then the phones just keep ringing.

And um it's been great. That's been fantastic for us. Rob's got a slightly different path because he's gone into some other stuff just in the last couple of years, not law. Yeah, so I I started out at a big law firm as a junior associate.

And there, you don't have enough time to, you got barely time to think, let alone go out and find clients, right? And then I went from there, I went in-house, where I had one client. And so when I came back out after I left Alliance Laundry, kind of that small law firm, what I didn't know was how to sell. I didn't really know anything about selling.

was a guy that we brought in that I worked with a little bit, worked with rest of the team. And I took his lessons to heart on sale. And a couple of things I took away there was, look, at end of the day, fear of loss is what drives buying behavior. And I'm a firm proponent of that, that you have to show people that they're going to lose something if they don't go with you.

And the other thing I really took away is like, don't even sell. Just get an upfront agreement. Talk about what you're going to do. Hey, man, I got some questions for you.

I'm going to ask you a few questions. Is that OK? And then I'll tell you what I do. And if you want to move forward, fantastic.

No worries. No problem at all. And have that confidence. Say, I am who I am.

I know what I know. I can help you or not. If I can't help you, I'm going to tell you I can't. Like we talked about, we don't do trust in the States.

Certain things we don't do. I don't do tax. Like I'm going to, I'll help you find somebody. Like do that as a favor, but I'm not going to do it for you.

I don't know how to do it. I don't pretend to know how to do it. And what I learned then is that selling wasn't that hard. Now, you know, at least for me and the way I did it and the market that I'm in, But at end of the day, no matter what industry you're in, the people that make the money are the ones that can sell.

It doesn't matter whether you're a lawyer or an accountant or you're selling concrete coatings or you're working for RBA selling windows, the people who can make the most money sell. When I was at healthcare at Hillrom and we had sales reps that would make a million bucks a year on a regular basis because they were really, really good at convincing hospital systems to sign $50 million deals. Right. And they got paid for that.

They were fantastic at that. And so that that's out there. And so once I knew that I could sell and I then did the calculus that Heather mentioned, it's like, why would I send 60 or 65 cents out of every dollar to the corporate offices in Chicago when I don't need, I don't really need something fancy. I mean, if you think about post COVID, especially like the need for office space goes away.

Right. I have a computer and a desk and a phone. what else do I need to do when I'm in COVID and we're working at home all of the time anyway. I, the office, my office at the time was about six minutes away and I worked from home four days a week and I would only go to the office because there was like a piece of mail for me.

Like that was like, why would I do this? So why do we need those things? Why do why do we, you take a look at the business, why do you need those, those kind of accoutrement? Like do I, if someone is going to be impressed by the quality of our office space when they're coming in, probably not the client we're working with anyway.

As opposed to let's say 35 years ago, you go back to downtown Chicago and you have, you know, two story mahogany ceilings and massive doors and, you know, because the clients don't know any better, there's no internet, there's no email. I need to be physically present because there's like paper memos that are circulating around the office. There's an actual like law library with books that we have to go look at. Like, I haven't, the last time I looked at a legal book was probably last night, right?

mean, Those things have gone away and if you can't adjust to that you can't and frankly most big law firms are still stuck in the mindset of they need that space but their people never come in because You know that the knock and working home is how do you track productivity? But if you're in professional services, it's really easy. How many hours did you bill? You know how much do you collect from your clients?

And frankly, I don't really care where you work and you can work anywhere as long as those numbers stay going and you're not exposed to be the malpractice fine. So that's where we ended up. It's basically just became a calculation of how much money do I want to spend. And then the other calculation became, if I'm on my own, you know, I could start some of these other businesses because to what Heather alluded to earlier, you know, like you can make a really great living.

Like some of our installers, the coatings company, they made over a hundred thousand dollars last year, right? They work, they work really, really hard. They're super efficient. They take piecework jobs and they can make a hundred grand.

Like that's awesome. But if you want to make a lot of money, you've got to your own business. And so the problem with being a lawyer is it's really easy to make cash upfront. But the day that I retire as a lawyer, the law firm goes away.

There's no continuing existence of that business. And so I think professional services, especially the smaller scale like that, whether it's legal accounting, real estate, brokerages, same thing. It's hard to have them survive the personality that drove it. So we thought, what else can we do that'll create something?

And that's kind of what started One and Fund, and then One and Fund led to the other businesses. But it was the chance to sort of do both things at the same time. And if I can make the same amount of money billing a third of the time that I was before, it becomes easier to do those other things. That sounds like a great plan.

yeah, I can relate to a lot of that that you were saying as a customer of professional services. I get kind of annoyed when somebody wants me to come into the office. I'd rather just, you know, let's do it over email. Yeah, I'm already at my desk in front of my computer.

I don't need to come drive down and look at your mahogany doors. Yeah, and it's, I suppose if that's the way you came up, right, if that's kind of how you came through this system, it's really easy to get attracted to that, right? It's, you know, I still do in some sense miss the days. We lived in the suburbs Chicago.

We'd have the train line in, you know, like, man, taking the train into the city, putting on the suit, going in, going to the fancy dinner, right? That's fun for a while. And it can't be fun from time to time, just like business travel can be fun from time to time. And I did a lot of that for a long time.

And now I'm like, I don't really want to do that anymore. you know, we can get, let's say we go to Arizona or Las Vegas for a convention or conference to meet clients. If I take a Delta flight that wraps through Minneapolis to Detroit, I know I'm getting upgraded to first class the whole way. But I'd rather just take the Allegiant flight that's direct and nonstop from Appleton to Phoenix because like three hours of my time is worth more than the fancy.

fancy you a crew to model. You get to a point in life where you're don't really want any of that. Like I don't need those things. I would rather have my time available to me to do the cool stuff.

Even if the cool stuff unfortunately sometimes just sitting on my phone in front of the fire, you know, because it's like a two feet of snow outside like we did yesterday here in Appleton. Yeah, yeah, that's great. think you just summed up the mindset of a lot of entrepreneurs of owning your time and making the trade off of some of the fancier things, the nicer things to own your time and do your own thing. So that's great.

All right, well, we can dive into a little bit more of the meat for our listeners here. I know you guys serve a lot of blue collar customers, lot of entrepreneurs and small businesses. What are the things that you most commonly assist them with? other one you start your own.

So what I've found with our blue collar contractor home improvement clients is most of them are very, good at what they do. They're really good at. They're remodeling business, they're really good at their windows business, their one day bath business. They're good with their hands, they understand the construction side of things.

Some of them are even really good at, they're good at selling or they're good at scaling that business and growing it. Every year they increase their revenue and bringing people in and they're very good at their business. The unfortunate reality of our world today is, and I guess we can blame lawyers and politicians for this, there's a lot of laws and regulations that come along with owning a business. It's not easy.

The government hasn't made it easy for people to start a business and contribute to the economy and hire people, whether it's how you employ people, right? How you're designating them as employees, how you're paying them. What the documentation looks like, you know, are they, especially for salespeople, are they an employee? Are they a W-2?

A lot of people think the only other option is, they're a 1099. Well, no, there's other options as well. They can be a W-2, but under the IRS code, they might be a 3508 direct seller, so they don't get charged like a W-2 employee from a tax perspective. And they're treated like a 1099.

by the federal government for taxation. But they don't satisfy the test in the state where they live to be a true independent contractor, which is a 1099. And they just don't understand all of that. And I totally get it.

It's a complicated, complex area of the law that even lawyers who practice in it every day and have for 20 years still sometimes have to sit back and go, All right, let me think about this one. How we work our way through this problem and make sure that you're doing it correctly. And that's just one area. Do you need a license in the state that you're in for the type of contract work, contract or work that you're doing?

Maybe the state requires you have a general contractor license and so you got to go through all that. But even in some areas, yeah, I've got a general contractor license for the state, but the municipal that you're working in might also have another layer of licensing that they require. So for instance here in Wisconsin, you might have a dwelling contractor's license issued to you by the state and then you go do work in Milwaukee and you learn that, Milwaukee also requires you to submit certain information and to pay certain fees to them.

I'm cynical, I think that's really what's driving it. um You pay that fee to the city, you give them your fingerprints, you do these things and now you have the Milwaukee license that goes along and so now you can practice in Milwaukee and if you've got a sales team working for you who's going you know out into people's homes and selling your product they individually each one of them have to go into Milwaukee and get a salesman's license that they have to like so there's these multi-layers and then yeah, you have the license as the business but depending on the type of work you're doing you might have to go get a pull, you know, pull a permit.

Now some work you do you might not have to pull a permit. You've got to look at the laws and you've got to figure that out. you know, it's again, layers of confusion. And then now throw into it, well, how do we generate leads?

How do we generate business, right? Like the home improvement world in particular is very big. Lead generation is one of the biggest issues they face. So they go out and they hire, you know, lead generation vendors or, you know, they're advertising through social media or they've got their webpage.

They're sending direct mailers. What are the rules now? as to when I can call somebody. You've got the Telephone Consumer Protection Act.

Most people know it as the TCPA. That's a federal law that adds complexity to how you can contact people, when you can contact people, if you can contact people. That's the federal layer, but then the state has its own layer, right? You might be fine under the TCPA.

You might be in full compliance under the TCPA, but your state's laws might have some wrinkles that now they view you as a a marketer even though you're complying with the TCPA because they're two different pieces of legislation. And that gets extremely confusing for people. And they're like, well, I only called this person because they filled out the form on our website. Well, they entered the wrong phone number when they filled out the form.

And you called a number that isn't their number. And the number you called didn't give you consent to call them to market your product and your services. Technically, that could be seen as a violation. And look, there's no secret that here in America, we live in a very litigious society.

There are people out there who their careers and job is to be a serial litigant. They've found these little niche areas that they know the ins and outs of it as well as any attorney does and they... they exploit it and they, know, right now in the TCPA world you've got serial litigants out there who they start by sending a letter to the owner of a home improvement firm and they say, you called my number on these dates at these times, know, 10 times over a two month period. I never gave you consent.

You violated the TCPA. Each violation of the TCPA is a $500 fine. If, you know, certain things happen, those damages could be troubled. That one violation is 500 is now 1500 and each one of those calls is a violation.

So you've potentially opened yourself up to thousands of dollars of damages for this one person, but they send you a letter and they're so generous. They're like, well, I'm gonna give you the opportunity to resolve this for the low, low price of, and they throw out a number that's less than the potential overall damages and if you pay me this amount of money, I will release you from any and all claims. and we can go about our lives, right? It's extortive is what it is, right?

It's legalized extortion because the schemes of these statutes are set up in such a way that the congressman or woman who voted for it didn't think about some of the consequences down the road from this statute, which by the way was passed in 1991 when nobody had cell phones, right? I mean, we live in a completely different world, technological world today. I mean, I don't know about you, but my cell phone rings, I glance at it. I don't even have the ringer set.

I see it light up, I look at it and I go, I don't know who that is, and I just ignore it. It doesn't impact my life, it doesn't inconvenience me. If it's important, they'll leave me a voicemail or they'll shoot me a text and I'll get back to them. And if they don't, it probably wasn't important.

And so I didn't need to talk to them. But the statutes don't take into account. They haven't caught up with that reality of the technology. And so getting back to the original question, like all of these things play into what a business owner in today's world has to think about beyond just how do I fix a toilet?

How do I install windows and doors, right? And so that's where people like Rob and I come in or, you know, CPAs that we might refer people to or a tax specialist or somebody on the estate planning side who can help them set up some trusts to give them another layer of protection. You know, I don't know how to put a window in, but I can certainly talk to you about the things you need to be doing in your business to protect that revenue that you're generating when you put those windows in.

Yeah, I think Heather covered a lot of really good topics. I I, my mind, the way my brain works, I tend to like kind of taxonomy, right? So there's, there's, there's two kinds of issues people come to us for. It's either reactive or proactive.

And to be honest, the more proactive you are talking to us, the less reactive you're going to have to be. So on the proactive side, like if you want to, if like, I, this just happened, I want to start a brand new one day baths business. Man, that's awesome. Now I can.

for a flat rate, I can go through and say, you're going to need this, this, this, this, this. Okay, we'll set up the organization. We'll make the tax filings. We'll get you your employee handbook.

We'll get you your employment contracts. We'll get you your offer letters. All of those things, your terms and conditions, marketing documentation, everything you need to run that business. And that means down the road, when you have to be reactive because you run into a serial litigant, you're going to be in the best possible position that you can be.

And the cost of being proactive is much less than the cost of having to be reactive, right? mean, you know, for 10 grand, we can get a business off the ground and get you a really awesome set of contracts. And then if you have those contracts or you have that employee handbook and you don't actually follow it, and now you get an employee claim to the state, whatever your local state is for $18,000 in change or something like that because you haven't categorize them correctly, you didn't follow those rules or you didn't like when something tweaked you didn't reach back out to your advisor whether it's us or somebody else and say what do I do here and you try to kind of make it up your own because you didn't want to have a 10 minute phone call with a lawyer and pay him 50 bucks.

You know then you kind of end up in a world of hurt. So where do we see and then I will say at the very end of the line it's like okay how do we sell you, how do we buy into the company for you to catch actions, that's its own But if we say at end of day, are the things that get people in the most trouble? It is 90 % employee or TCPA issues. And what's common with the commonality between marketing issues, TCPA stuff, and employee issues is you have multiple overlapping sets of law at the state, local, and federal level with multiple legal schemes that exist.

you end up at a spot where if I don't have all the facts as your lawyer, we're gonna make a bad decision. If you don't know the right questions to ask, you're gonna make a bad decision. You might be able to go to Chad GPT or Grok or Claude and ask some, like get some good advice. And I'm not gonna lie and say that I've never done that myself, but I know the right questions to ask, right?

Because I understand the various overlapping scheme. So here be a really good, for instance, under federal labor law, The classification of an employee is exempt or non-exempt is very dependent on a series of very specific items. It has nothing to do with whether or that employee is drawing a salary. Moreover, if that employee is on piecework rate, they're going to have an imputed minimum wage.

They don't technically get paid piecework. They technically get paid an imputed wage based upon that piecework rate, which then intersects with the overtime laws, which exist at the federal level, but also potentially at the state level. which then intersect with how you're calculating things like bonuses or things like expense reimbursements. What is the takeaway there?

The takeaway is you can actually pay an employee more money than they are legally entitled to, but if you do it in the wrong way, you're still going to have to pay them even more money and pay fines to the state. Heather has had clients that if you actually count, if they had paid over time correctly, they would have paid $50,000 less over the course of a half of a year than they did, but they still ended up paying another 50 or 100 grand because they did the right thing in the wrong way, right?

And that is like an example. Like TCPA works the same way. All of the marketing laws, the way they intersect have this. And both of those things are situations where there is no perfect answer.

There's never a right way to do it. And because those laws are so complicated, following them on your own is hard. Crap, it's hard for me to follow them. And more importantly, it's hard for the state regulator to follow them.

The number of state regulators that don't understand what they're doing, because these laws were passed periods of time ago, and because if you think about your typical person at the DMV, don't want to like, I don't want to malign government workers, but at the same time, You know, this is really hard stuff that a couple of lawyers that went to the University of Chicago have trouble tracking at times. You know, a 22-year-old who gets a job with the state government is going to have a really tough time as well, except they have the power to issue subpoenas and fine you money.

So that's where you end up with. We want to be as clear upfront as you possibly can, as proactive as you possibly can, to avoid those things down the road. Now the common objection you'll get is, I've been in business for X number of years and it's never happened to me. That is absolutely true.

There is an author who's, I think it was Hemingway or, I don't know, something. We'll go with Hemingway, that sounds right, so we'll go with that. Who said something like, you know, when asked how did you go bankrupt, he said, very slowly and then all of a sudden, right? And that's what happens from a legal liability perspective.

Almost nothing happens for a really long time until you have like a couple of employees make a claim. or you get the random letter all of a sudden and then you're writing a check for a lot of money. So it is possible to be in business for 40 years and never have something bad happen to you. That could happen.

It also may happen the next year. And so you can't ever be in a position of it's never happened bad before. Now it's never gonna happen bad again. With the internet, with things like Reddit, with people being able to go to ChatGPT or GROK or Clawd whatever it's gonna be and figure out how to sue you.

Heather's got a case right now that she's having a lot of fun with the pro se plaintiff who's decided to just put stuff into chat GPT once a day and make another filing with the court, right? mean, this seems to be what's happening on a regular basis, so. Yeah, and I mean, I was going say that, When Rob talks about, yes, I've heard this from many people, I've never had a problem, we're fine. And I'd rather spend that money on a new truck or a new piece of equipment.

I get it, like Rob said, you've been lucky and that's great. It just takes that one situation where you're not so lucky. The TCPA is an example, I already talked about the troubling of damages. Now you get somebody who actually works with a lawyer on these cases, right?

They have their go-to lawyer who only does TCPA plain of sight. litigation. And so every time somebody calls their phone, they, you know, they know, they let them call multiple times. They don't answer.

They know that there's a cadence in all of these call centers that if they don't get you today, they'll call you later today. And if they don't get you then they'll call you tomorrow. And you build up a number of calls that came through to your phone that you didn't answer, you didn't ask for. You go to your lawyer that you work with who has got nothing but churned out volume litigation in the TCPA realm and they bring a putative class action lawsuit on your behalf.

Now maybe your company only called that person 10 times when they filed their lawsuit, but they're alleging it on behalf of a greater class of people. They're gonna do discovery on your company. They're gonna wanna look at all of your call center records and they're gonna wanna confirm that every phone call you made, you have consent for that call. And you have to prove for each phone number that you called that you have consent.

And they're gonna identify a similarly situated class of people who didn't care that you called them and maybe didn't have their consent or you know, they're not serial litigants. They just look at their phone and go, I don't know whose number that is and they ignore it and go on about their life. But now a lawyer calls them and says, hey, you got these phone calls from this number, yeah. Well, you know, we've got a class action, you're part of the class and you might get some money.

Well, a lot of those people are gonna be like, free money, cool, awesome. So what was a couple thousand dollars with one person, now suddenly you've got a class of maybe hundreds, thousands, depending on how many calls you do annually. in a year. And that piece of litigation just became bet the company litigation, literally.

Like a judgment can come down against you that just wipes you out, wipes out everything you've ever done and we're starting over. for $50,000. And it'll go away. And they're like, yeah, I may do that.

Huh. man. Well, you guys touched on it a little bit there, but one of my favorite sayings is you don't know what you don't know. And so are there some some common things that people miss putting together their businesses or things that you wish they would ask you about that they commonly don't?

What are the things that we're just not thinking about? let me hit the employee side, Heather, and then you can take the marketing side. So on the employee side, every single bit I do, I've done, I have lost track of the M &A deals that I've done. Every &A deal you will do, someone will go through all of your employees and they'll ask you for a list, like, what is this person's name?

What is their title? Are they exempt or non-exempt? I have never, ever done an &A deal in my entire career, including companies that are that are billions of dollars of revenue, where that... classification of employees was totally correct.

It is never correct. I guarantee you if you have more than one employee and I went into your system, I would find mistakes and those mistakes would continually pop up. is probably the single biggest miss that I see consistently is misclassification of employees right after that employee side is not paying them correctly. Not that you're not paying them fairly, not that they're not making money.

but you're not paying them according to these weird, specific rules that exist at the state and federal overlap. That's 100%. I almost guarantee you that every single person listening to podcast that's got a company, they probably have misclassified employees. Not that they're doing anything wrong, not that they're doing it intentionally, it's just, it's a really hard arcane system that doesn't keep up with the time or more accurately, changes from administration to administration depending on who's writing the regulations at that given time, right?

and On my side, I would say there's the marketing side, but then there's also your contracts, your terms and conditions. So a lot of people, they start their business, they don't want to spend the money on the advisors, right? They've got a truck, they've got their tools, they've got a website, they advertise on Facebook, word of mouth, whatever. They start generating their business, they don't want to spend what capital and revenue they've got on attorneys or other advisors.

And so then that also means, well, they've got to have a contract, something that on paper that they've write down with this person in their home about what they're going to do. so, especially in today's world with AI, but also even before AI was a huge thing, there was Google. And surprisingly, Google does not have a law degree. ah And Google doesn't know what questions to ask you about your business.

It just waits for the question you put in. And so you go, I've got a bath business. I need a contract for it. Google doesn't say, what state are you in?

Google doesn't say what products are you providing, what services are you providing. Google doesn't say what is your warranty that you're going to offer. So Google just puts up a bunch of contracts for bath businesses and you pick one and you're like, well, that one looks good. It's formatted nicely.

I'll just plug and play my name, my address. Sometimes you don't even pick up like what state law it's governed by. And you use that as you plunk your logo on it and that's what you use. And then a problem comes up down the road where that customer that you deal with that's a difficult customer and the job didn't go well and they're threatening to sue you.

so now you do. have to call a lawyer and the first question I always ask in that instance is, well, send me a copy of your contract with them so I can take a look at it. I got to see what your terms and conditions say. And I get the contract and I'm like, I thought you told me you're in Wisconsin.

I am. Why does your contract say that it's governed by the state law of Georgia? Were you in Georgia at some point in time? No, I just got the contract off the internet.

Great. Okay, well now we already have problem number one. Wisconsin has very particularized laws. There's one called the Home Improvement Practices Act and it governs and says what you have to have in your written home improvement contracts with residential customers.

And if you don't hit all of those things and have them in your contract, not only is that a potential violation under that statute that that customer can sue you and get attorney's fees and double damages, but the state attorney general's office and the Department of Agriculture, Trade and Consumer Protection investigators get wind of it because that customer files a with DATCP in Wisconsin. Now suddenly you get an inquiry from the state saying, we understand that you may be using contracts that don't satisfy state law.

We would like you to please send us copies of every contract you've entered into with a Wisconsin consumer in the last three years. Well, that might be a lot of contracts. And now they're gonna look at it they're gonna wanna know why you had terms in there that you can't have in there or that you don't have terms in there that you're supposed to have in there, right? So what could be civil litigation where you have damages assessed against you?

you have to pay a customer who's unhappy, the state may now come in too, and now they might fine you. And it becomes this big morass. So on the contract side, I would say that gets people in a lot of trouble, is not having the proper documentation. They don't have terms and conditions, they don't have a contract that is appropriate to their business in the jurisdiction where they're doing business.

In the construction world, home improvement or just general construction, secondarily is The number of contractors who have a contract and they go out to the job site and they're working there every day and the homeowner comes in and goes, I don't think I like that door and I don't like where we're putting it. Can we move it over a foot and can we get this door instead? And the contractor's like, yeah, but that's not in the contract. It's not my scope of work.

That's gonna cost you more. I don't care. I want the door there and I want this door instead. And they don't do a written change order.

The final bill comes in and they send it to the homeowner and the bill is $20,000 more than the contract said and the homeowner is like, you never told me it was going to cost that. I told you it was going to. No you didn't. I had no idea.

I thought that, show me a written change order that I signed. Right? So that's problem number two in documentation I would say. You know, so that happens all the time with contractors.

So making sure your contract is appropriate for what you're doing and where you're doing it. Making sure that you are documenting everything in the way that you should be documenting it and when you should be documenting it. Those are the two big ones on that side. Then on the marketing side, we've already touched on it a little bit, but there's the federal and state layers of making sure that you're not violating telemarketing laws, that you're not violating the TCPA, that you're getting the appropriate consents, that you have your internal written policies in place.

There's certain things you're supposed to have internally that you're training your team on, that you have an internal do not call list and policy, that that's being trained, that that's being implemented, that your CRM is set up appropriately to deal with those things. And then you're thinking, you know, a lot of contractors are like, I work with, you know, I work with big vendors that are really well known and they have a great reputation and, you know, they're providing the leads and I know that they're making sure that they're getting all the appropriate consents.

Well, how do you know that they're getting the appropriate consents? Well, they told me that they only will send me a lead where they got the consent. Okay, well in a year or two when somebody files a complaint and the state comes and says, you called Mr. Joe Smith on this date and time, please show us the consent that you had and you go back to that vendor you say, you sent us this lead, please send me the consent.

And they say, Well, you have to get a separate account with Active Prospect and you have to go in for each lead and you have to claim that consent. And if you didn't do that within 90 days, it expires and they no longer have it. We can't show you that we have the consent. Well, you didn't know that.

They told you we're getting the consent, we'll have all that information. There's a trusted certificate from this vendor or that vendor. But they don't tell you unless you go actively claim it and have it in your system in two years. be a problem for you.

really it's about talking to each client and saying, okay, let me understand your business. Let me understand what you do and where you do it. Let me understand how you're generating your leads. Let me understand, you use an internal call center or are you farming that out?

You might be using a contractor for your call center. What does your contract with your lead generation vendors look like? What does your contract with your call center vendor look like? provisions are in those contracts to make sure that you're as protected as you can be.

What are they representing to you that they are doing to comply with law? You know, how's that process work? What does their consent language look like? And you know, just kind of going through that with them and making sure that they're set up as best they can be.

I mean, even with all of that, it's still a little bit of a moving target because the other thing we haven't touched on is there's these different pieces of legislation and that legislation over time evolves and it changes because courts have to make decisions when cases come in front of them and by doing so the court is now making its own law through those interpretations and it's it's melding that statute in a certain way and it depends on what state you're in or what jurisdiction you're in and is it a federal court or a state court?

Has it gone up to the Supreme Court in the state? Has it gone up to the Supreme Court, United States Supreme Court? All of this happens and tomorrow a court somewhere might issue a decision that suddenly shifts everybody to a different way under that law and the way you thought it was always being done and that you were always doing it, now suddenly there's a wrinkle that you're not in compliance with. So having a strong relationship with legal counsel that you can, you know, who understands your business, you've had those conversations, you've set everything up as best you can, that legal counsel is going to know if you're working with them regularly, hey, I gotta let you know, that this change just came down because of this decision from the court.

I know your business does this, this, and this. You're gonna wanna make some changes. Now you're gonna have to adjust a bit. So having and developing those relationships, I think, is a very important thing for any business owner in this industry to do and to stay on top of and be active with to make sure that they're continuing to be in compliance.

But those are two areas where I see problems all the time. And then the third one I would say is it's a very customer-centric business. A lot of people very rightfully so want their customers to be happy with the job that they do for them, right? Because word of mouth is going to be a great way to get more business.

And so there's this mentality of well we have to make the customer happy because there's nothing worse for us than a bad review. But sometimes your sales rep actually sells a contract to a psychopath. And that happens from time to time. you have to like be willing to say no eventually.

Yeah, and so you need to understand like, okay, maybe we did do something wrong. it did, you know, the workmanship wasn't great on this. Maybe the product that we received from the manufacturer had some defects in it. Like there's been some problems on this project.

It didn't go smoothly. That doesn't mean that I have to buy you a whole new house, right? Four windows had some issues. We had to order them again.

We had to reinstall them. There are some adjustments that need to be made. That doesn't mean that I owe you a whole new house, right? There's, depending on the jurisdiction of the state you're in, how you measure construction defect damages, it's important to understand that.

Because it might not be that you owe this person, you know, $100,000 in damages on a job that was a $20,000 job. You owe them, like in Wisconsin, you owe them the cost to repair the defect or the diminished value for their property. So like an appraiser comes in and says, well, this defect is present. If it wasn't, this is the value of your property, but with that defect, this is the value of your property, that difference.

And then the courts say, okay, which is less, the cost to repair or the diminished value? The diminished value is usually the cost to repair. So it's about the same. This person's claiming, I'm going to sue you.

I'm going to get all these damages. You caused all these problems, blah, blah, blah, blah. And you're thinking, oh my goodness, I'm going to be on the line. And you talk to the lawyers like, how much would it cost to repair the item they're complaining about?

$2,000. Well, there's your damages, right? So understanding that when those problematic customers or problematic vendor relationship arises and you haven't been able to resolve it on your own, Having a good idea of when is the right time to pick up the phone and call your attorney and say, hey, we're having this issue. How do you advise that we move forward with this, right?

That can save you a lot of heartache, lot of headaches, a lot of stress, and a lot of money by picking up the phone and getting that advice earlier rather than later. I've never said to a client, called me too soon. All the time they call me too late. Good.

That's some good advice right there. at the end of litigation, no matter how good the result we get for them is. Maybe we completely get the case dismissed, they owe no damages, maybe they even got some attorney's fees paid back. It doesn't matter how good it comes out for my client.

I've never, ever, ever had one of them come up to me, shake my hand, and say, God, that was fun, let's do that again. Every single one of them comes up and shakes my hand and says, thank you very much, I appreciate everything you've done for me, I never want to work with you again. And I don't take it personally when it's a litigation matter because I understand, it's stressful, it takes away from their actual business. It takes away from the time they should be selling or installing or managing their business on a day to day.

There's a time suck, it takes away from their employees time, it's stressful. so, avoiding it as much as possible is good and unfortunate. in those situations where it pops up, knowing how to get rid of it as quickly as possible is also good. Well, I think we covered a lot of the kind of scary things that can happen.

And I know you guys mentioned a lot of the things that get missed. But for the guy that's starting up his business and capital is tight, they're wanting to use everything they have for equipment or marketing or whatever it is to get things going. you know, what, what would be kind of the bare bones or what do they need to be looking for to make sure that they have their bases covered in an appropriate way. Yeah, so there's going to be a little bit of industry specific things here, but first thing you want to do is you want to have a plan about how you're going to run your business.

If you're, let's say you're in the, in the general construction kind of blue collar world, how are you going to, how are you going to hire sales reps? How are you going to hire installers? Um, let's, let's think about those two things first, because if I'm hiring independent contractors, on the install side or I'm hiring 3508s in the sales side. If I can do those two things early on, I can get them into those categories early on, that's fantastic.

Now, if you're in California listening to this, you're screwed. Don't even try to do that because it's not going to happen. There are some other states that are becoming problematic. Let's say you're in Florida.

Yeah, let's say you're in Florida, right? And you could do those things. All right, that's fantastic. We know that first.

Then it's going to be, okay, what are you installing and who's your, you know, well, we need to know like, what are you installing? Who's your vendor? Those things. Now we can like create your corporate documents, right?

And so just, just your basic thing is going to be your probably to be an LLC, means you to file something with the state called your articles of organization. You need to have an operating agreement. Now, if it's just you by yourself, really, really simple to have an operating agreement. It can be four pages long.

the bank will ask to see it when you open up your bank accounts. That's probably the last you'll ever look at it. If you've got partners, now that's a whole different conversation we need to have because we need to figure out what's going to happen when you guys disagree. And that's really the point.

If you agree and everything's fine, fantastic. If you've got partners, that's going to be harder. Let's assume you don't have partners. What are we going to look at?

You're going need some, you're going to need your contractor agreements. You'll need your operating agreement with the state. You'll need to make probably a tax selection. You're probably going to be an S corporation.

So talk to your accountant about that. And then you'll need just kind of your minute books set up along those lines. And then what I'd suggest after that, if you've got that, have some marketing agreements in terms of conditions as well. You'll need Ts and Cs to sell your product.

And we also would recommend your own marketing agreement if you're buying leads or what we call like a TCPA override agreement, which is basically a single piece of paper that says, if I have to use your marketing contracts, Mr. or Mrs. Vendor, I want you to sign this thing to tell me you're going to provide me those consent certificates and identify me if things go wrong. That can be done reasonably, depending on how much work there is for called five to $10,000.

But that basically is your entire setup for the rest of your life. Now, I would say along that if you're going to do that, you're probably going have employees eventually. So let's get an employee handbook in place. Let's take a look at your pay practices, all of those things put together.

And then after that, it becomes a maintenance and it becomes knowing when to call. So there's probably, I just did one these at the day, I call it good 15 documents that I would want to have in that case. And you're pretty well set. And then it becomes, let's have a relationship.

Let's have an ongoing relationship. Sometimes a lot of these folks, what we'll do is we'll have like a monthly fee, like for X dollars a month. you know, we'll be your kind of outside general counsel and we'll evaluate after three months or so, like, are you calling me too much to the point where like, it's not worth the money and we're going to readjust the price or are you never calling me and I'm like, let's change the price the other way. We kind of do it and have that trust going back and forth.

And those things go and that'll last you, you can kind of live in that universe up until the point that you have, man, you sold a house, you sold something to the wrong person. There's a lawsuit, there's a TCBA claim, there's a state investigation. Up until that point in time, it becomes a very, very, I would say kind of like a routine groove to get into with your professional advisors. That's lawyers or accountants both, right?

I mean, it always pays to check in. And I would add to that. I analogize it often times, again, we've talked about nobody wants to spend that money, right? You want to deploy that money in another way.

But I'll say to people, well, you have a couple vehicles in your business, right? You drive or one of your installers drives and you've got some big equipment that costs you quite a bit of money, right? Yes. You have insurance that covers those vehicles, right?

And you have insurance that covers that equipment. You probably have a general liability, corporate, know, general corporate liability policy that you're insurance broker, also Soledge. You have workers comp if you've got employees. You might have to pay for unemployment insurance.

You have all of that, right? Yeah, yeah, yeah, yeah. We're licensed, we're bonded. We have all that insurance, okay?

You pay a premium for that every year, right? And you had to pay that premium upfront to bind that coverage. yeah, yeah. That's how insurance works, okay?

You never once said, well, I'm gonna have these trucks and I'm gonna have this equipment, I'm gonna have these employees and I am not getting insurance. I'm not putting money to insurance. Well, no, because insurance protects me exactly. So does legal counsel.

Legal counsel can set you up. Like Rob said, we do flat rates for a lot of this stuff because it is fairly, there's templates we can work with. Now we customize them to you, to your business after we have conversations with you to make sure that we understand your business and we're giving you what you need. you have a pretty solid idea up front.

Like, okay, this is the flat rate for that package. And Rob said, maybe you don't have employees now. You don't have to get the employee handbook right now. You just know that we say to you, hey, one day when you start hiring employees and you have W-2 employees, you're gonna want to come back to us and you're gonna want an employee handbook and you're gonna want us to look at your offer letter to these people to make sure that you're covering what you need to cover in that.

We just want to have a conversation to make sure that you're, you know, reporting to the state the appropriate things that you need to report to the state. So you don't have to spend that money on an employee handbook right now, but in two years when you've grown and you have to bring somebody else in and you're gonna hire them as an employee, come back and give us a call and we can help you set that up at that time, right? There are ways to mitigate how much you're going to spend up front, but you have to think about it like you do think about other things like insurance and all of that.

You could be in business 40 years and never have and never total a truck. It's possible. You could be in business 40 years and never get sued, you know, you're gonna not smart money to take that chance. Yeah, yeah, that's a good way to put it.

Well, I want to. I'd say on that is at some point in time, you're going to want to sell your business. setting the business up the right way so that a buyer is looking at the business and saying that is a business I want to acquire is super important. So it is not just a matter of we're preparing you in case something goes wrong.

We're also preparing you for when something goes right as well. Yeah, can we come in and a year before you're gonna sell and fix everything? Yeah, have I done that? Yeah, I've done that a lot Is it easier just to do it right from the start, right?

Knowing that you're gonna want to try to sell this thing in seven years and like get it set up for right from the start so when diligence happens, we don't have to come up with explanations as to why things happen in the past and you don't have to indemnify the buyer for like an employee matter that happened 18 months before we sold right there's There's ways to do this correctly from the start and it looks, a buyer will pay more money for a company that, apologies for swearing, has its shit together.

If you got your shit together, the buyer will pay more money for you, guaranteed. Now, is it gonna be two terms on a multiple board? No. Could it be a half term?

It might very well be, particularly if you're in a competitive process and you've got a banker out there that knows what he's doing. Well, that's great. that was a great segue. I was about to say we've chatted quite a bit about setting up a business.

And I know you guys work a lot in mergers and acquisitions. So for somebody on the other end that's looking forward to an exit, or maybe even somebody that's young in their business but just wants to make sure they get things set up, what advice do you have for somebody that's looking ahead towards an exit? A lot of it depends on how far away you are, so we'll work backwards over time. you're eminently going to exit and you're like, want to get out in the next 12 to 18 months or 12 to 24 months, there's two things I'm going to tell you to do, neither of which involve me, frankly.

I'm going to say... Go hire an investment banker or go start talking to investment bankers. I can make recommendations there. And the second is going to be once you have that investment banker in place, go talk to a really good accountant and make sure your financials are put together properly.

And by properly, I mean true accrual accounting. So let's take those two in turn. I'm going to assume your business of some material size. You're not doing a million bucks or a million and a half, right?

I'll clarify that even further. There are people who own companies that own a job and there's nothing wrong with that. At Macklin Law, we own a job. Like, because the day that we leave, the firm doesn't exist anymore.

still provides a good living. We can do what we want. You know, we can expense things that we want to. You know, we can go out and visit clients in Las Vegas, right?

And stay at the Mirage or stay at the Venetian and that's awesome. Love doing that. That's really fun. But it's we own that.

We own that job. Right? If you own a business that's something you can transfer on yourself, and if you own a business that's of any material size, call it a million dollars or more, EBITDA, ideally two million dollars or more in EBITDA, you may be selling to either a strategic or private equity group at that point in time. Again, a lot of this depends on what space you're in.

There's all kinds of variables there, but let's presume that you're big enough that you're going to attract interest from a financial buyer or interest from multiple strategic buyers. Getting an investment banker. in early allows you to actually get some guidance from the banker on what the market is looking like at that point in time, what they want to see, how they want to structure your business, things that you can do to your P &L and your balance sheet to make you more valuable, uh highly important to do.

The second thing then is to get yourself on proper accrual accounting. That might take some time. I know some folks that I work with in the accounting side. I'm happy to make referrals there that can help you do that.

And a lot of people in this space, in the blue collar space, will say they're on accrual accounting and they're not. They don't understand all of the implications of it. for instance, they might only recognize revenue upon installation of a project rather than taking a deposit. That's awesome.

But what are you doing with your inventory? How are you treating your sales reps? Are your sales reps, the front half commission, is that being capitalized or not? How about your software packages that you're paying for?

Your CRM, how are you handling those things? There's a lot of aspects of accrual accounting and I would say a lot of people miss some of it and that's gonna take some time to straighten out. Again, that's one of those things that's good, fast and cheap, pick two of three. If you want it to be good and not horribly expensive, you wanna start that process early on.

Then as you get closer to that sale date, call nine months out to six months out. You want to start what's called a quality of earnings if you can, ideally early. Some people will have to jam it at the end. A quality of earnings is basically a sell side quality of earnings is you're going to hire somebody to tear apart your financials and business like a buyer would and point out all the holes and the flaws.

And you might, if you do that early enough, you can catch some of that and fix it, or at least have a really good explanation and a tight answer as to, you know, well, if a buyer says, well, what about this customer? Are they going to leave soon? I mean like no, that's not a problem because of X, Y, and Z, whatever it's going to be, right? Those things.

If you're earlier in the process than that, what I would say is, you you want to get a business health check and get a business health check from your advisors. So that's your lawyers and your accountants. We do a lot of what's called reverse due diligence. And I'm going to say like, here's what a buyer is going to ask you for.

Do you have all of these things? Like what is your employee handbook? I don't have an employee handbook. All right, let's get you an employee handbook, right?

or whatever those are gonna be. Are you on accrual accounting? Maybe, what does that mean? I don't know, I want you to talk to this person, go talk to Todd or whoever, and they're gonna help you out, right?

Those things can happen earlier, and those can be anytime before ideally the last minute jam towards that. And then as you get towards the end, we do those other things. it's definitely, it's absolutely 100 % a good, or cheap pick two of three. The more time your advisors have to pull this stuff together, and quite honestly, the less time that I'm working at midnight because something has to get done by tomorrow at 8 a.

m., the more efficient I will certainly be, or I can be. Not that I'm gonna overcharge you because I'm working at midnight, but because, let's be realistic, if I'm at midnight, I'm probably not gonna be as effective as I would be at 9 a.m.

, right? And so the more times you have to jam up your advisors so they're working late, they're missing calls, they can't do things, they're less efficient, they're less productive. It's just going to be better for everyone all the way around. And I'm going jump in and add on that real quick, that last point.

If you're a client who, you know, Rob said nobody ever calls him too soon, right? They always call us too late. We're not going to charge you more because that's unethical. We have an agreement with you.

We have an engagement letter that says what we're going to charge you for our time. However, if you're one of those clients who makes your fire drill my problem because you were not proactive about coming to me sooner, and that happens over and over and over again, I'm less likely to pick up the phone when I see that it's you calling me. It might be a day or two before I get back to you because I'm like, ugh, they're going to call me and they're going to want to ruin my Friday night again, and I'm not doing that.

And at a certain point, this is gonna be true of all of your advisors. They're not gonna wanna work with you anymore. You're not gonna be that client who, I have some clients who they call and if I'm not on another call or doing something and I see that it's them, I immediately answer like, hey, how's it going? I'm gonna pick up the phone and talk to them because they don't make my life horrible as their attorney.

so that's just a... It's not an economic thing. That's just a common sense thing. Be smart about how you interact with your advisors.

Treat them the way you would want to be treated and they will go the extra step for you. They will pick up the call when you do have that emergency, a true one, on a Friday night at 8 p.m. and you call them.

They're gonna answer the phone even though it's Friday night at 8 p.m. They're not gonna be like, it's Friday night at 8 p.m.

I am not talking to that person. I can get back to them Monday or Tuesday of next week. Yeah. It's just a better way to go about it.

And as Rob said, they're going to be more efficient. And you're going to get better service, right? So just try to be... proactive and try to be diligent and I get it a lot of these guys right they're overwhelmed in their business and we understand this now being owners of these types of businesses as well like we get it like it's overwhelming and there's times where you take on too much because you're like well I have to pay somebody to do that or I can do it myself and then other things fall by the wayside and they slip off and they get buried under a pile of paper and then when you dig through that pile of paper you're like oh my god I totally forgot about this and you I get it but the more proactive and upfront you can be in getting out ahead of it.

It's better for you for a lot of reasons and it's better for the people that you work with. Great advice. Well, thank you guys. So if there was like four or five things that a potential seller needs to really be paying attention to, you guys mentioned doing a health check with your attorney, getting on accrual accounting, making sure that your financials are all in order.

ah What are the things that are commonly missed that you guys end up having to clean up? employees support and think get your accounting squared away. Get your employee, your employees squared away. That's a liability of buyers not wanting to pick up and that is looking at your employees, looking at their classifications and so forth.

Get those two things done. Get a check on the business to make sure licenses are all correct. If that's done properly, take a look at your marketing processes. that to make sure you're doing things correctly, particularly marketing, but then I guess the fifth would be all of your processes, get them documented.

If it's not written down, it doesn't exist. Now there was very little that I said there that was legal. There's accounting, there's employee classification, there's marketing, know, there's your... and there's your processes, that's not a lot of legal stuff.

And I give you a diligence list and say, here are some things I want you to do, but a lot of it's gonna be go do this and come back in three months. And that's where the time is. Do you wanna be documenting how you install fence? like a month before you're trying to sell it.

You want to have that and you should have that in place anyway. I can't help you with that. I just know a buyer is going to ask for it, right? What's your installation process?

What are those things? That's the biggest thing. And I would say that if you say like pick two, man, it's accounting and employees. Those are, those are the things that are going to trick you up and they're going to have the biggest liabilities for sure.

Okay. Well, this is my favorite question I ask of every guest. Do you guys practice a particular faith tradition? And if so, how does that affect the way that you conduct yourselves in business?

So we do. We're Christian. And we do have a church we go to. I would say for me personally, I will liken it back to when I stepped away from big firm practice and I started my own firm.

Actually, throughout my career, there have been a number of instances where I've had to make a decision. We talked really early on in this about the trade-offs in any career, any business, job and throughout my legal career I've been faced with those as well, right? You know when Rob talked about when he was deployed and we found out that he was being actively deployed overseas and I had a seven month old at the time we found that out and I then found out I was pregnant um with our second and I was like okay I'm gonna have a 15 month old and a newborn and my husband's gonna be overseas and somewhere people would ask me where he was when he was gone.

and I was like, it's classified. uh I think it starts with an A or an I, but I can't tell you that for sure. You know, I had to make a decision at that point in my career. Was I going to, you know, hire somebody to raise my children while my husband was in a war zone so that I could go back to work full time as a partner in a big law firm in Chicago?

Or was I going to go to my head of my group and say, listen, I need some flexibility here. I need a longer than typical maternity leave. And I recognize that that means, you know, leave without pay. But I want to know that my job is going to be here.

I come back and I did that, right? And that was a, I had to step out on faith in that decision, right? Like, is this the right thing to do? Will we be okay?

When I left big law practice and I started my own law firm, that was a leap of faith. And I had to ask, like, okay, is this the right thing for our family? Is this the right thing for me? But I had to have faith that it was going to go correctly and well.

I prayed on it and I felt like even if this doesn't go the way I think it's gonna go, I know that I've got. other opportunities or other paths that I can take. And I've always felt like I've had that safety net there that I've, know, God's always protected me and been there with me and it's always worked out and it's always going to work out. So for me personally, you know, I've had those moments in my career where I've had to sort of make that leap of faith and feel like I had that backing there.

you know, both from the faith perspective, but, you know, also the partnership that you're in realistically. And Rob and I are a partnership, right? I mean, we're married. We're also legal partners.

We're in businesses together. A lot of people are like, God, I don't know how you work with your husband on a day to day basis. Like I could never do that. Right.

A lot of people are married, but they go to their job and they go to their job and they're not, they don't mix in that fashion. We always have, even when we weren't working for the same law firm, Rob was on the more corporate side. I was on the more litigation side. We'd run things past each other.

He'd have a deal he was doing like, I'm worried this could create problems down the road. What do you think? I'd have a litigation matter that started as a corporate deal at some point in time. And I'd say to him, like, I don't understand why they did this.

Can you look at this and figure out why they did this along the way? And that's been great too to have that partnership. And quite frankly, our clients kind of get a two for one in some respects. Like they called Rob with a question.

He realizes very quickly that this is something Heather might be able to He's like, hold on, I'm going put you on speaker, Heather's here. He puts it on speaker and you've got a husband, wife, legal team who's working with you and has that combined knowledge that they're offering you. I probably went a little further afield than the question you asked, but that's how it plays out for me. Yeah, guess I'll echo what Heather said and then maybe just add to that, I think.

There's work that's not worth taking. There's ways to make money that aren't ethically sound, that would fit morally with what I said. If I was like, want to make a lot of money as a lawyer really, really fast, some of the stuff that Heather defends against, we can do. And it's not illegal, because you're taking advantage of the laws being badly drafted and being outside of the time.

but I would feel horrible. I couldn't look at myself doing that and I think there are folks that can justify mentally why that's okay and I'm not one of them. So there are clients that we have fired from time to time because we didn't like the way they behaved. There are clients that have mistreated folks that have worked for me that we have fired.

There's a couple of bars here in Appleton that I can't go into anymore, which I mean, there's still a good 900, 950 bars left in Appleton because Appleton does have the highest number of bars per capita of any city in America. That is our claim to fame. So if you ever come to Appleton, there's a lot of places to get a beer or brandy. yeah, at the end of the day, you're going to be able to look yourself in mirror and say, am I happy doing what I was doing?

Did I feel like I made the world a better place? by acting in that manner. good stuff. Awesome.

Well, I know you guys spend a lot of time working with small businesses, blue collar businesses, sounds like startups and M &A. If uh any of our listeners are interested in engaging your guys' services, are you taking new clients? And if so, what's the best way to get in touch with you? Yeah, we're always happy to talk to new clients, new potential clients.

know, like Rob said at the beginning, sometimes we talk to them, it's not the right fit and that's totally okay. We're happy to have that 10, 15 minute conversation. We don't charge a consultation fee for that initial conversation to see if we can help you and if it's a working relationship that we both want to have. So it's really simple.

We both have email addresses that are very similar. Mine is H. Macklin at Macklinlawllc.com.

Rob's is R. Macklin at Macklinlawllc.com. uh the end there because there is a separate Macklemore out of New York or something like that.

So. Yeah, there is a Macklin Law in New York, different law firm, but we have the LLC on the end of ours. My phone number, can always... website that's embarrassingly bad, but as others said, we've never advertised, so it's kind of.

Yeah. It's got our contact information. You can call us. You can text us.

You can email us. And we are actually in process kind of of expanding the firm. We've kind of made the decision to make it bigger, bring in some other partners so that there's some continuity whenever we decide to retire. It's not gonna happen in the next couple years, but trying to expand that out.

we are actively bringing in labor and employment person. we're actively recruiting actually a trust in the states person as well as another corporate person. So we feel like we have enough clients at work now that we can start to do that and spread out and make it a bit bigger. It's not something we ever looked for in the past, but when we started this, wasn't as construction home improvement heavy as it is now.

And now as we were talking about this, actually working with Claude over the weekend to design a new website. We kind of look through our client list, like, man, it's almost entirely blue collar stuff at this point. I mean, a handful of people will get the random, like, know, doctor who has a non-compete, or like, you we really get friends with some realtors, so we somehow often end up in, like, realtor situations. But it's really heavily in that, and that's kind where we're happy to stand.

So now we've sort of solidified on that idea, and we're going to kind of expand it and make it bigger. I love that you don't have an awesome website. think the best businesses do survive on word of mouth and they don't have to have the cutting edge website or spend all the money on marketing. sounds like that's right where you guys are at.

You're great at what you do and uh your customers appreciate it and tell their friends. Yeah. what we hope for. Awesome.

Well, is there anybody that you'd like to see on the show? Somebody, maybe a client or a friend that has a really cool business, a really cool story that you'd like to learn more about? I'd actually love for you to get uh Justin Hatcher or NGIN Hatcher, who's the co-founder of the One and Fund on there. Justin's kind of he's kind of turned into the godfather of financing in the construction on improvement space.

he's really, really good at talking about how that really impacts the company's P &L. And what's amazing is the companies I've sold, there is a direct correlation between the amount of financing that a company utilizes in its sales process. Any blue collar company, you're selling, if you're not, guess outside of like massive single home remodels where a person, it's a $200,000 job and a person has to take out a heat lock to do it. If it's whether you're an HVAC or plumbing, know, fencing, decking, one day baths, concrete coating, it doesn't matter, like windows, utilizing financing is critical.

And he was the one that kind of evangelized it to me and how we started. and I'm believing there. He's fantastic. I definitely look to get him on if you could.

He's a fun guy. Awesome. Awesome. I might.

Oh, sorry. OK. his wife is also like, she's a very energetic, she's a ball of energy. And she's got the financing background too.

they're, I mean, you're gonna go the route of husband and wife teams. They're a good one to think about speaking to, because I think that they both have a lot to offer, both in wisdom and advice and experience to those in the blue collar industries. Well, I might reach out off the air here, see if you guys could make an introduction, because that does sound like it'd be uh very beneficial. That's uh an area that I don't have much experience in.

So I'd love just to learn more about it. So awesome. Awesome. Well, thank you guys so much for joining us here on From the Ground Up Show.

I really appreciate your guys' experience and input. I think it'll be very beneficial for our listeners. And thank you guys for tuning in. ah Again, if you would like, share, follow, subscribe, we're on most social media platforms, all major podcast platforms.

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