Hot Potato: Interview with Andrew Sherman

In this episode of Branching Out, Elizabeth Shea sits down with Andrew Sherman, senior partner at Brown Rudnick, for a candid look at how deals really get priced, structured, and won. Andrew explains why M&A is cyclical, the differences between strategic and financial buyers, why sellers must perform reverse due diligence on buyers, and how to surface the “gold bars in the attic” — the intangible value drivers that buyers won’t pay for unless you point them out. He also unpacks common gotchas like PPP/EIDL distortions, rollover equity, earnouts, and under-capitalized “buyers” who look legit until it’s time to close. The bottom line: don’t just prepare your business — prepare your story, your expectations, and your deal team.