"Price is what you pay. Value is what you get." But how do you determine that value? In this masterclass episode of Letters of Intent, Pankaj and Sahil are joined by Stephen Bethel, a veteran business appraiser and broker with decades of experience.

They dive deep into the art and science of valuation, exposing the biggest mistakes founders make (like treating their business as a "personal ATM"), why "unsexy" industries like porta-potties are often better investments than tech unicorns, and why the commercial real estate market might be facing a 30% correction. If you plan to sell your business one day, this conversation will tell you exactly how to get it "wedding ready."

Takeaways

• Don't Be a Personal ATM: If you run personal expenses through your business to lower taxes, don't expect a high valuation when you sell. Buyers won't pay for "add-backs" they can't verify.
• Recast Your Financials: Before selling, hire a CPA to "recast" your financials. Presenting clean, adjusted numbers on letterhead builds trust and value.
• The "Dirty" Business Advantage: Simple, unsexy businesses (pallet companies, car washes, solid waste) often trade at better multiples and have more stable cash flow than flashy tech startups.
• Real Estate Trap: If you own the building your business operates in and don't pay yourself market rent, your EBITDA is artificially high. A buyer who has to pay rent will value your business much lower.
• Commercial Real Estate Warning: Stephen predicts a potential 25-30% drop in commercial real estate prices over the next 18-24 months due to negative absorption and high interest rates.
• Get "Wedding Ready": Selling a business is like getting married or selling a car. You need to clean it up, organize your contracts, and make sure the "restroom isn't a dump"—because buyers judge the unseen by the seen.

Soundbites

• "If you're screwing the IRS, maybe I'm going to get screwed too."
• "Simpler the business and the dirtier the business, the better it is."
• "Everyone thinks their house is worth a whole bunch... My business is different... you're like, yeah, well, maybe not."
• "I've seen a lot of software companies go nowhere... I haven't made money in four years, we're going to break even in two."
• "It's kind of like getting in shape to go get married... you gotta look good."
• "Everyone looks at it as basically a private ATM... but on the flip side, I also want my cake and eat it too."

Keywords

Business Valuation, Stephen Bethel, M&A, Commercial Real Estate, EBITDA, Exit Strategy, Small Business, Entrepreneurship, Due Diligence, Financial Planning, Carbon Law Group

Guest
Stephen Bethel (Frazier Capital)

• Socials: https://www.linkedin.com/in/stephen-bethel-a78a20105/
• Phone: 213-439-9956, extension 102

🔗 Learn More

Website: carbonlg.com

Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/

Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/

Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/

Click Here To Schedule A Call With Us

Jorge Rabaso arrived in the United States with $300 in his pocket, limited English, and a suitcase full of fear. Today, he is a pillar of the Los Angeles business community, founder of the Hispanic Business Network, and a Fernando Award nominee.

In this inspiring episode of Letters of Intent, Pankaj and Sahil sit down with Jorge to discuss his incredible journey of resilience. They explore his "Win-Win" philosophy for business, why he dedicates his life to giving back, and tackle the often-misunderstood world of life insurance—explaining how to turn a necessary cost into a powerful, tax-free asset for your family and business.

Takeaways

• The Immigrant Edge: Jorge channeled the fear of being in a new country into a relentless drive to connect. He didn't wait for a community; he built one by founding the Hispanic Business Network.
• Win-Win or Nothing: Success isn't a zero-sum game. Jorge believes that true power comes from ensuring everyone you interact with also wins.
• Life Insurance as an Asset: For high-income earners, permanent life insurance (like IULs) can be a tax-free savings vehicle, not just a death benefit. It can fund retirement, college, or emergencies.
• The Buy-Sell Essential: If you have a business partner, you need a buy-sell agreement funded by life insurance. Without it, your partner's spouse could become your new 50% partner if tragedy strikes.
• Living Benefits: Modern life insurance often includes "living benefits" that pay out if you get a critical or chronic illness, acting as a safety net while you are still alive.
• Service fills the Void: Jorge argues that money and ego cannot fill the human "hole." Only teaching and helping others provides true fulfillment and peace of mind.

Soundbites

• "I arrived with $300 in my pocket... I still remember the feeling of scare."
• "I remember looking to Los Angeles from the 9th floor... I didn't know 20 people. I asked myself, how am I going to do this?"
• "Play win-win means whatever goes through our life, they have to win and we have to win."
• "That hole with money doesn't fill... teaching others made me power and that made me alive."
• "People don't want to think about life insurance... because to die is something I don't want to think about."
• "If something happened to one of the partners... the family of the partner is going to be the owner... unless you have a buy-sell agreement."

Keywords

Jorge Eduardo Robasso, Hispanic Business Network, Immigrant Story, Entrepreneurship, Resilience, Life Insurance, IUL, Buy-Sell Agreement, Financial Planning, Community Leadership, Fernando Award, Carbon Law Group

🔗 Learn More

Website: carbonlg.com

Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/

Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/
Connect with Jorge: https://www.linkedin.com/in/jorge-eduardo-rabaso-lutcf-3a956a7/

Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/

Click Here To Schedule A Call With Us

"Tariff" might be the President's favorite word, but for businesses, it's becoming a nightmare. In this episode of Letters of Intent, Pankaj Raval and Sahil Chaudry break down the new "Trump 2.0" trade regime.

They explain why tariffs are no longer just a trade tool but a "core policy weapon," how "tariff stacking" can quietly triple your landed costs (up to 67% on some goods), and why courts are rejecting "Force Majeure" as an excuse to break contracts. If you import goods, you need to audit your agreements now—because silence on tariffs means you foot the bill.

Takeaways

• Tariffs are a Weapon: The administration is using tariffs as a broad economic tool, not just for trade disputes. Expect a baseline 10% global tariff plus country-specific penalties.
• The "Stacking" Trap: It’s not just one duty. You face a baseline tariff, plus Section 301, Section 232, and reciprocal tariffs. This "stacking" effect can increase costs by 40-100% overnight.
• Force Majeure is Dead: Courts have ruled that tariffs are "foreseeable" market risks, especially when announced publicly on social media. You cannot use "Act of God" clauses to escape a contract just because it became expensive.
• Audit Your Contracts: Review your "Fixed Price" and "Change in Law" provisions. If your contract is silent on who pays new tariffs, the burden usually falls on the performing party (the importer).
• Drafting for Uncertainty: Future contracts need explicit tariff allocation. Include triggers for price adjustments, renegotiation rights, or termination clauses if duties spike beyond a certain threshold.
• Preserve Refund Rights: Even if tariffs are later ruled illegal by the Supreme Court (which is pending), you won't get a refund unless you actively preserved your rights.

Soundbites

• "Trump has said repeatedly, tariffs are the most beautiful word in the dictionary."
• "We're not just talking about a few targeted duties. We're talking about a baseline global tariff regime."
• "A sudden 20% increase... with Indian goods right now... you're talking about upwards of 67%. That can vaporize your entire pricing model."
• "Courts are consistently saying [you can walk away] only if your contract says you can."
• "It's almost impossible to argue surprise... generic force majeure clauses... it's just not working."
• "Contracts have to become living, breathing documents that can respond to tariff risk."

Keywords

Tariffs, Trump 2.0, Trade War, Supply Chain, Force Majeure, Commercial Contracts, Import/Export, Customs, Risk Management, Tariff Stacking, Carbon Law Group

🔗 Learn More

Website: carbonlg.com

Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/

Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/

Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/

Click Here To Schedule A Call With Us

Welcome to the Weekly Roundup, a new series on Letters of Intent where Pankaj and Sahil break down the three biggest deals of the week—and what they mean for your business.

This week, we cover a bizarre merger between Trump Media and a nuclear fusion startup (a "Trojan Horse" for going public), IBM's acquisition of Confluent to own the "plumbing" of AI, and the massive Medline IPO that proves "boring" businesses with clean books are winning the market. Whether you're a tech founder or a small business owner, these deals offer a masterclass in capital access, risk management, and legal agility.

Takeaways

• The "Trojan Horse" IPO: Trump Media's merger with TAE Technologies isn't about synergy; it's a financial vehicle to get a deep-tech company onto the public markets without a traditional IPO.
• Data is the New Oil (Again): IBM buying Confluent proves that the real value in AI isn't just the model—it's the infrastructure ("the pipes") that moves data in real-time.
• Boring is Back: In a volatile market, investors are flocking to stability. Medline (medical supplies) is seeing massive success because it offers recurring revenue and long-term contracts.
• Clean Books = Higher Valuation: Just like a house needs a clean chain of title, your business needs clean corporate governance. Missing bylaws or handshake equity deals will kill your valuation during a sale.
• Legal Agility: If a social media company can merge with a nuclear energy firm, almost any deal structure is possible—if your legal house is in order.

Soundbites

• "Three deals that look completely different on the surface. But underneath, they're all responding to the same question: Where does opportunity live right now?"
• "This isn't about operational synergy. This is about capital structure. This is a Trojan horse."
• "If your company is a mess when it comes to corporate governance, it's going to decrease your attractiveness to any potential investor."
• "You don't have to go public to go public."

Keywords

Weekly Roundup, M&A, Trump Media, Nuclear Fusion, IBM, Confluent, Artificial Intelligence, Medline, IPO, Corporate Governance, Due Diligence, Capital Markets, Carbon Law Group

🔗 Learn More

Website: carbonlg.com

Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/

Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/

Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/

Click Here To Schedule A Call With Us

Did you know your US trademark stops at the border? In this episode, Pankaj Raval and Sahil Chaudry dive into the complex world of international intellectual property. They explain why the "First to File" system in other countries creates a massive risk for US brands, how Apple got held hostage for $60 million over the "iPad" name in China, and why influencers need to trademark their TikTok handles to fight copycats.

Takeaways

• US Protection is Local: A US trademark does not protect your brand globally. If you sell or manufacture overseas, you are exposed.
• First to File vs. First to Use: The US uses "First to Use" (you own it if you use it). Most other countries use "First to File" (whoever files the paperwork first owns the brand, even if they've never used it).
• The Squatter Risk: Because of "First to File," bad actors can register your brand in China or Europe before you do, forcing you to buy it back from them.
• WIPO/Madrid Protocol: You can use WIPO to file in 100+ countries at once. It's cheaper (~$5-10k), but carries a "Central Attack" risk: if your home application fails, your entire global portfolio can be invalidated.
• Manufacturing Protection: You should register trademarks in countries where you manufacture (like Mexico or China), not just where you sell, to prevent factories from selling your goods "out the back door."
• Social Media Handles: Trademarking your handle gives you a legal weapon to force platforms like Instagram and TikTok to take down copycat accounts that use confusingly similar names (e.g., adding an underscore).
• Use It or Lose It: You must monitor your brand globally. If you allow infringement to continue without sending a cease and desist, you can lose your rights to enforce the mark later.

Soundbites

• "If you're the first to file a name, even if you're not using it, you're going to get rights to that [in other countries]."
• "Apple fought that for a long time... someone registered the iPad trademark in China."
• "What's more expensive for you? To incur the expense now... or to deal with that expense later when you're unable to sell your product?"
• "If your name is popping up and people are using your name... that's terrible for your brand."
• "Some factories will try to sell your goods... under your brand name without you knowing."
• "You should be thinking about that [trademarking] first... Too many people come to us too late."
• "If you show them [social platforms], hey, I also have a trademark to this... they're going to be much quicker to act."

Keywords

International Trademark, WIPO, Madrid Protocol, Intellectual Property, Brand Protection, First to File, Apple iPad Case, Manufacturing Agreements, Social Media Law, Influencer Law, Cease and Desist, Global Branding, Carbon Law Group

🔗 Learn More

Website: carbonlg.com

Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/

Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/

Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/

Click Here To Schedule A Call With Us

It’s the biggest media M&A story in a generation, and it feels ripped straight from a script of Succession. In this episode, Pankaj and Sahil unpack the ruthless bidding war for Warner Brothers Discovery, pitting a strategic $82.7 billion offer from Netflix against a hostile, all-cash $108.4 billion takeover attempt from Paramount Skydance. They break down the aggressive "silver or lead" tactics being used, the hidden political advantages of the Ellison family, and what this massive consolidation means for creators, small businesses, and the value of intellectual property.

Takeaways

• The War for WBD: Netflix wants to buy specific assets (studio/streaming) for ~$82B, while Paramount Skydance has launched a hostile bid for the entire company at ~$108B.
• Hostile Takeover Mechanics: Paramount is bypassing the board by appealing directly to shareholders with a premium price. Sahil compares this to Pablo Escobar’s "Plata o Plomo" (Silver or Lead) strategy—take the money, or lose your job.
• The Political Advantage: Paramount's bid is backed by the Ellisons, prominent Trump supporters. In an era of heavy antitrust scrutiny, political favor could be the deciding factor in getting the deal approved.
• IP is the Crown Jewel: The fight isn't just for a studio; it's for "generational IP" like Harry Potter, DC, and Lord of the Rings. These are evergreen assets that offer exponential revenue through licensing, gaming, and theme parks.
• Market Uncertainty: Large M&A deals freeze the market. Creators and small businesses may see slowed negotiations and price volatility as the industry waits to see who wins.
• Actionable Advice: If you have contracts with these entities, audit them immediately for "Change of Control" clauses. Ensure your rights are protected if the company is sold or merged.
• Build vs. Buy: This war highlights a key growth strategy. Sometimes it is faster and more effective to acquire established assets (like Netflix buying WBD's library) than to try and build them from scratch.

Soundbites

• "A bidding war that feels more like Succession than reality."
• "This is the first truly aggressive, all-cash hostile takeover attempt we've seen in Hollywood in a generation."
• "It's Plata o Plomo... either you're taking the silver [money], or you're taking the lead [we buy the shares and fire you]."
• "If you have the government's backing for a deal like this, you all of a sudden have an advantage over any other bidder."
• "This is generational IP you cannot recreate."
• "Having counsel that understands M&A and IP isn't a luxury right now, it's a competitive advantage."

Keywords

Warner Brothers Discovery, Netflix, Paramount, Skydance, Hostile Takeover, M&A, Intellectual Property, David Ellison, Larry Ellison, Antitrust, Media Merger, Succession, Harry Potter, DC Universe, Change of Control

🔗 Learn More

Website: carbonlg.com

Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/

Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/

Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/

Click Here To Schedule A Call With Us

Costco—the giant of $1.50 hot dogs—is suing the White House over tariffs, claiming executive overreach. In this urgent episode, Pankaj Raval and Sahil Chaudry break down what this lawsuit means for small businesses and why you can't afford to ignore it. They explain the dangerous "liquidation" clock that could wipe out your right to a refund, why uncertainty is a "margin killer" for importers, and provide a practical 5-step playbook to preserve your rights and fight back.

Takeaways

• Costco vs. The White House: Costco is arguing that the President exceeded his authority under IEEPA because only Congress has the power to tax.
• The "Liquidation" Trap: Customs finalizes duties ~314 days after entry. If you don't challenge the tariff before this deadline, your money is gone forever—even if the Supreme Court later rules the tariff illegal.
• Tariffs are Taxes: For small businesses, tariffs aren't abstract policy; they are a direct tax that can wipe out margins overnight (e.g., a 67% hike on apparel).
• Uncertainty Kills Investment: Entrepreneurs can manage risk, but they cannot price uncertainty. Volatile tariff policy causes businesses to "freeze" and halt innovation.
• Preserve Your Rights: You don't get a refund by default. You must take affirmative action (like filing a protest) to "stop the clock" and preserve your right to get your money back.
• The Playbook:
  1. Track Deadlines: Know your liquidation date (approx. 314 days from entry).
  2. File a Protest: Use Customs Form 19 to challenge the tariff within 180 days of liquidation.
  3. Consider Litigation: A lawsuit in the Court of International Trade (CIT) can suspend liquidation.
• Comparative Advantage: We import goods not just for price, but for expertise (e.g., beaded dresses from India). Tariffs disrupt these established ecosystems.

Soundbites

• "Costco... the bulk buying dollar 50 hot dog selling giant... is suing the Trump administration over tariffs."
• "That's like being told you're overcharged for your meal, but the restaurant already closed."
• "Tariffs aren't just political talking points. They're essentially taxes on small businesses."
• "You can't price uncertainty. You can't insure against it and you can't model it."
• "If you miss the 314 day window, your duties become final. Even if the tariff is later ruled illegal."
• "You need to preserve your refund rights. And now that is a strategic business function."
• "Costco suing isn't just a corporate tantrum, it's a flare gun."

Keywords

Tariffs, Costco Lawsuit, IEEPA, International Trade, Supply Chain, Small Business, Import/Export, Customs, Liquidation, Protest, Executive Authority, Risk Management, Carbon Law Group

🔗 Learn More

Website: carbonlg.com

Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/

Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/

Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/

Click Here To Schedule A Call With Us

"Am I secure?" is the wrong question. In this episode, Pankaj and Sahil sit down with Rudy Ordaz, CEO of DataWise Networks, to demystify cybersecurity for business owners. Rudy shares his journey from a mainframe technician to selling his own IT firm, breaking down the M&A strategies that helped him grow. They discuss the "Shadow AI" threat, why security is a continuous practice rather than a one-time project, and the simple 5-point checklist every founder needs to audit their business today.

Takeaways

• Security is a practice, not a project. You cannot simply "install" cybersecurity and be done. It requires ongoing maintenance, training, and cultural buy-in from leadership.
• The 5-Point Security Checklist: To be baseline secure, you need: 1) Multi-Factor Authentication (MFA), 2) Backups, 3) Device Management, 4) Permission Controls, and 5) Security Awareness Training.
• Beware of "Shadow AI." Employees are likely using unapproved AI tools to do their jobs, potentially leaking proprietary data. You need a policy to govern which tools are safe to use.
• The "E-Myth" Lesson: Most founders are "technicians" who think they can run a business. To succeed, you must transition from doing the work to managing the enterprise.
• M&A isn't just for giants. Rudy grew his firm by acquiring a competitor using an "earn-out" structure, paying for the acquisition over time using the revenue from the acquired clients.
• Contracts create value. When selling a service business, buyers don't care about your tech stack; they value the recurring revenue locked in by strong contracts (MSAs).
• The Human Factor: The weakest link in any security system is always the human. Phishing and social engineering bypass the best firewalls, making training essential.
• Don't trust devices. Consumer devices (smart speakers, phones) are listening for advertising data. A security mindset means questioning what you connect to your network.

Soundbites

• "Security is not a project... It's a practice that comes down from leadership."
• "I learned that most small businesses are started by technicians... you wake up one day and say, 'I can do this better.'"
• "I don't trust devices and technology at face value."

Keywords

Cybersecurity, Managed IT Services, M&A, Business Growth, The E-Myth, Shadow AI, Data Privacy, Tech Consulting, Entrepreneurship, Exit Strategy, Risk Management, DataWise Networks

Guest: Rudy Ordaz

• Company: DataWise Networks
• Website: datawisenetworks.com

🔗 Learn More

Website: carbonlg.com

Connect with Pankaj: https://www.linkedin.com/in/pankaj-raval/

Connect with Sahil: https://www.linkedin.com/in/sahil-chaudry-6047305/

Trademark Watch Service: https://carbonlg.com/introducing-carbon-laws-new-trademark-watch-service/

Click Here To Schedule A Call With Us