How Founder Complacency Kills Value, and What Scott Allison Did Differently

Bruce EckfeldtWelcome, everyone. This is From Angel to Exit. I'm Bruce Eckfeldt, I'm your host. Our guest today is Scott Allison. Scott is co-founder of Allison+Partners. We're going to hear about his journey, the work he's done, the exits he's had, and, I think more importantly, what he's doing today. I think there's a lot of insight in how Scott has approached this whole process, this whole journey, and some really smart things he's done to set himself up for the next stage. I'm excited to have that conversation and hear what he's done. So with all that, Scott, welcome to the program.

Scott AllisonBruce, thanks for having me. I've really enjoyed looking at your podcast and your content in the past, and I'm totally aligned with a lot of your philosophies too. So I appreciate being on.

Bruce EckfeldtIt's a pleasure having you here, and as a fellow EO member, I always love having you on the program. Before we dig into the business and the exits, I'd love to understand a little of your personal background. How did you get into business originally? What were your professional studies? Did you always want to start a company? What was the lead-up to it?

Scott AllisonI've been at it 23-plus years. The short answer is no, I never thought I was going to start a business. I was kind of the reluctant entrepreneur. I went to San Diego State University and pursued a degree in journalism. Initially I thought I was going to be a reporter. As I got close to graduation, it was really difficult to get a job in journalism, and the pay was not that great. So I took an internship with U.S. Senator Pete Wilson my last semester in college, and when I graduated I got hired by a political consulting firm.

Three days after graduation, I was on a plane to Texas. They dropped me into Dallas, and I was working on the 1986 Texas governor's race and the Louisiana Senate campaign. So it was a baptism by fire. You take the California kid and throw him into Southern politics. I think politics is a great spot for young people to cut their teeth, but it is for young people.

When I finished that, I headed to San Diego without a job, because I really had nowhere else to go. I didn't want to move back home. I got a job with a small PR firm there, and I spent 12 years there, Bruce. It was good, because it was a generalist firm, and I got a chance to learn a lot of different industries: tech, healthcare, consumer, entertainment. You name it, I had a chance to work on it. After 12 years, I was a partner in the firm, part owner of it.

Then 1999 came around. You'll harken back to those days, when the internet and the dot-com world were just exploding, and the entire world was San Francisco. I had an opportunity to join a high-flying internet PR firm and run their San Francisco office and their LA office. I got a chance to work on Disney.com, Nordstrom.com, Priceline, a lot of the early-stage, really strong dot-com companies.

I also met Andy Hardie-Brown. Andy was the chief operating officer of that company. We had a great year and a half, and then you cut to 2001, and things started to get really, really rough. A high-flying internet PR firm in 2001: you know how this is going to end. Andy and I did everything to try to pull this thing together. They named me president of the company. It was kind of like being told, "The good news is you're the captain of the ship. The bad news is we hit an iceberg about a hundred yards back."

So in the summer of 2001, Andy and I were sitting at a small cafe in San Francisco: what are we going to do? This thing is not sustainable. The more drinks we had, the more Andy scribbled down on a napkin. Why don't we start our own firm? So we went to the owner of the existing firm. The company had offices in London, New York, San Francisco, and LA, and we proposed, "Why don't we take the West Coast off your hands?" We'd take those offices, we'd take the employees, we'd take the lease obligations, and we bought it for a dollar. This was September 4th, 2001.

Then I felt like we had overpaid, because 9/11 hit and the economy absolutely tanked. It was brutal. I think we were probably too dumb to realize we were bankrupt at some point, but we just kept going. We kept building. You flash forward to now, and it's 52 offices, a thousand people around the world, $100 million in revenue. But it was a pretty inauspicious start.

Bruce EckfeldtWhen did you feel like you were really ready, that you had the chops to take on a CEO role? I'm always curious about the leadership journey people are on. What was that like? How did you step into it?

Scott AllisonYou asked whether I thought I would start a company. If you had asked me in June of 2001, "Do you think you'll have your own agency?" I would have said, "No, not at all," because it just looked like such a brutal mountain to climb, particularly if you were going to start off sitting in a back bedroom in your boxer shorts trying to launch a company. But we had to move so fast. We had three weeks to raise the money. There was no thinking about it. I leapt in, and all of a sudden you wake up and say, wow, now I have a company.

It was a 12-person startup that we launched, so it was not like being the CEO of General Motors. It was small. I always said I had a chance to learn as I went, and really learned by doing at every phase. Then you cut to the end of it, when it was an international company with all these people and all these offices. That's when you really earned your stripes.

But I think some of the core philosophy that Andy and I sketched out on that napkin... We said we want this to be a place where people and clients stay for a long time. Really void of politics. What we sketched out on that napkin lasted all the way to the 52 offices. It was the foundation, and we never really wavered from it.

Bruce EckfeldtYou talk about the journey, learning as you go. Any important inflection points for you in terms of changes you had to make as a leader as the company grew? Any big breaks for you?

Scott AllisonAbsolutely. There were breaks and there were lessons learned. It's funny, because I was not a big conference guy. I rarely had time. But I actually went to one of the very first EO Alchemy events, down in Los Angeles. It was a great event, and I remember the CEO of LegalZoom had a great topic: the difference between being a $25 million company and scaling to a $100 million company. It was really interesting, because we were about a $20 million company at the time.

His real focus was this. At a $20 million, $25 million company, everybody's a generalist. When you get to a $100 million company, everybody has to be a specialist. That really stuck with me. As we evolved and grew, I really had to look at people and say, "You're a generalist, and now I've got to get you focused on what you really specialize in."

We reached the point where we needed a CFO. Then we reached the point where we needed a global CFO, somebody who had really done it before and could run 14 different companies with 14 different currencies. You had to keep raising your game and bringing in people who were true specialists. And I had to keep winnowing down what was on my plate, so by the time I was CEO of the $100 million company, I had a lot less responsibility and fewer direct reports than I did at $25 million, where you're touching everything.

Bruce EckfeldtYou still have your fingers in a lot of pies. I'm curious about timing on those things, because I find that can be a real challenge for founder-CEOs: figuring out when to get that next-level resource in place. I don't want to do it too early, because I don't want to spend the money, and if I bring them in before the work is there, they get bored and leave. But I don't want to be too late either.

Scott AllisonIt's a fantastic point, Bruce. I never could have done this alone. Andy Hardie-Brown and I started this together. Andy had done it before. He had built up a big agency in the UK, sold it, then moved to the US and became a citizen. Andy always had a growth mindset. It was always grow, grow, grow. Never stop growing.

Whereas I think where a lot of entrepreneurs get stalled out is that oftentimes they're a sole proprietor doing it themselves, and a level of complacency sets in. All of a sudden you've hit that income goal: my kids are in the private school I wanted them in, I'm a member of the country club I always wanted to be in, I've got a great car. They hit a level of "enough." It's good. But that's where I think companies start to wither. And I saw it all the time when I was out looking to buy agencies. You could see the real profile of founder complacency.

I think if I had been on my own... I was really the front guy on sales and clients, and Andy was more the back-office guy, but Andy had the belief. He was the one who said, "Now we open in Asia. Now we've got to open in Europe." It was the constant foot on the gas for growth, and that led to big things for us.

You've probably seen this, Bruce. I always tell people when I'm speaking: growth is a decision. It's a decision that comes with steps you have to take, and it's not always easy. I remember there were times when we were making some big bets where we were paying people more than ourselves. We brought in a guy who said he could launch and build a corporate practice, and he was making close to double what we were making.

It's funny. I get a look of horror when I tell that story to other entrepreneurs, because they're thinking, "There's no f-ing way I would pay somebody more than me." But you've got to invest in the business. That's why I always say growth doesn't just happen. Growth is a decision. And I think you have to push through these walls of complacency, of "enough."

Bruce EckfeldtI certainly have this philosophy: if you're not growing, you're shrinking. Your employees want to grow. They don't want to stay in the same position for the next 30 years. They want new, bigger opportunities, so you've got to create them.

Scott AllisonIf you're not growing, you're dying. Absolutely. I've always said there's a sports analogy too: growing is like winning, and winning cures all. In business, growing is winning.

Bruce EckfeldtThere's a natural propensity to that, and I think it's good to embrace. Tell me a little about some of the acquisitions. You alluded to it here, taking advantage of founder complacency. How did acquisitions play a role in your growth, and what was your approach?

Scott AllisonThey played a huge role. It's funny, going back to the earliest days. It was the summer of 2002, and we were not in good shape. I still remember Andy knocking on the door, coming in, and saying, "Here's the deal. We have $3,000 in the bank and a $40,000 payroll next week." It was a scramble. Bruce, I was all in. I'd gone through my life savings, I was paying the mortgage on my credit card, all the stuff you're not supposed to do.

And I got a call from a woman, Patrice Pazinski, who was connected to us. She said, "My husband had a small PR firm in San Francisco. He went out for a jog, had a massive heart attack, and passed away. Would you like to take over my husband's company?" And I said, "Patrice, I am so sorry for your loss. I can barely keep my own nose above water. I think you should go find a better opportunity." She kept coming back, and we kept talking. She said, "You just remind me of my husband and what he had done. I think you'd be a great fit."

So in July of 2002, we acquired the Montgomery Group, mainly by giving stock to Patrice and a commission on the portfolio. True story, Bruce: we were profitable for the first time in July 2002, and we've been profitable every month since. There's some karma in this world. And the nice thing is, we set up a scholarship in the name of Patrice's late husband, and it still exists today.

That got us into the mindset of acqui-hires. In the early days, we had very few resources, so we did small acquisitions through an acqui-hire model. Not much cash up front, oftentimes a small payment, plus they'd get a commission on all the clients who came across. We did six of those from 2001 to 2010, all in the US, and it really helped us expand in the US.

Then, when we went into Asia and Europe, in 2010, we sold a stake in the business to MDC, which is a publicly traded holding company. They gave us the resources to go after bigger things. We bought a 20-person agency in Beijing, which gave us the ability to plant the flag in Asia and expand. We bought a firm in Japan, and then we bought a couple of strategic agencies in London. Those were all big-boy deals where you're actually writing checks, and it was a big part of the growth plan, in addition to really strong organic growth. We always found that if you build it, they will come. We had clients saying, "Wow, you guys are in Asia now? We need help there." "Wow, you're in Paris? We need help there."

Bruce EckfeldtI'm curious, and maybe it shifted between the earlier ones and the later ones. What was the motivation for the deals? You talked about acquiring talent, but was it particular capabilities? Geography? Client lists?

Scott AllisonCapabilities, absolutely. We called it the vertical and the horizontal approach. We wanted to expand services, keep studying what chief marketing officers were looking for, and make sure we had an expanded roster of offerings. And then the dots on the map, making sure we were in market. We wanted to be able to compete with the largest PR firms in the world, but still say, "Hey, we're still kind of a boutique global firm. The founders of the company are here." We built off that and started getting much bigger engagements.

Bruce EckfeldtFor the bigger deals, in terms of the mechanics, what were you looking for? What tended to make a deal work? And to the extent you had deals that didn't cross the finish line, what got in the way? I'm curious what you learned on the buy side about the whole acquisition process.

Scott AllisonIt was a lot easier in the US, and I found the pricing was much more favorable. Asia was particularly expensive. You'd have a lot of companies looking for 10x EBITDA. They felt they were a limited commodity. And Europe was more expensive than the US. So you had to wade through that to find deals and find where you could do something. We always tried to focus on something more like four or five times, which we found was more traditional in our industry. There were definitely deals that got done, and deals I would have loved to have done, but we just couldn't financially.

And in our industry, it really changed. When I sold a stake in 2010, there weren't that many buyers. Flash forward to today, private equity is involved. There are just so many more people involved. On the acquisition side, it's just gotten more expensive.

Bruce EckfeldtSo when did you first sense or realize you had an asset that was sellable? When did it cross your mind that at some point you were going to sell this?

Scott AllisonAndy again was the believer. He said, "Look, I've seen how this plays out. You want to build, grow, and sell at some point, and capitalize on that." I think it was about 2008 or '09 when we started getting people sniffing around, and we were taking meetings. By and large, we didn't feel that comfortable with a lot of places. We thought we would lose the growth opportunity.

MDC had a great model where they would take a 51% stake. In talking to their portfolio, the companies said, "God, we don't even know these guys are there. It's a very light touch." They were a light touch, focused on growth: what do you need to keep building? So it was a great venture for us, because we knew we were going into Asia and Europe, and, Bruce, the business was secured by our homes. You reach a point where you don't want that much personal risk. Having a partner that gave us the ability to finance and grow was huge.

Bruce EckfeldtWhat else came into consideration for you in that deal? Things you were worried about, the nature of the deal, terms?

Scott AllisonI was probably in my late 40s back then. I had seen firsthand a lot of agencies, even a place where I originally worked, where you're one recession away from being taken out, and people who had owned an agency for 25 years getting cleaned out and having to rebuild. So I knew I wanted to take some money off the table. I wanted to secure retirement, kids' college, all that stuff. No regrets about that. That was a big part of it.

I joked that it was maybe the longest earnout in history, because it went from 2010 and we didn't finish it until 2021. But it was a multiple against EBITDA, so as the company kept expanding, the payments got bigger and bigger over time. We were very blessed. We did very well on the earnout piece. That was important, because I know a lot of agency folks where that doesn't happen. I can sit here today and do what I want. I'm really focused on passion projects, and that would never have been possible without the sale.

Bruce EckfeldtSo you did that deal, but obviously stayed on operationally and continued to run the business. At what point did you transition to "I don't actually want to be involved operationally anymore"? When did that start to cross your mind?

Scott AllisonThe earnout finished in '21, and then Andy and I were given a two-year contract to stay on board, which took us through '23. At that point I said, "I want to give up the CEO job. I want to elevate to chairman and really groom the bench." I spent all of '24 doing that.

Then around October '24, I was in Greece with my wife, who has always been an amazing partner and a huge part of my success. She's the rock who held everything together. For the first time, she said, "I'm questioning your happiness level a bit, and questioning why you would stick with this." She actually pulled out a pen and paper and said, "Let's make a list." Honestly, it became a pretty short list. It was really focused on, "Well, I really love the people here." And my wife said, "You always will." At that moment I said, I think it's time to call it a career on this particular endeavor. I think it's run its full course. And I made the decision at the end of '24 that I would fully retire in May of this year.

Bruce EckfeldtIt's an interesting realization and reckoning process, and the role your wife played in being that sounding board, that reflection board. In my personal experience, I probably stayed a year too long. I was probably ready a year before I did it.

Scott AllisonMy wife would probably chime in now and say, "Yeah, Bruce, he was a year too long on this." For sure.

Bruce EckfeldtI've seen founders stay on two, three, four, five years too long. And it's a combination of their own leadership skills and capacity, because it's very different running a $50 million business than a $500 million business, what are they good at, but they also get caught up in identity. Their identity gets really entangled with the company, and they can't think of themselves outside of it.

Scott AllisonAbsolutely. I've seen some of your podcasts and what you've written about this, Bruce, and you're dead on. We are wrapped up in it. And I think men are a little worse than women. I think women CEOs and entrepreneurs have a lot of other identity points. I think we're pretty simple folks as men sometimes, and our identity is our career. I knew that, and I knew it was going to take some real planning. They always talk about how depression is rampant among men when they retire early. So I knew that, and I was very methodical about mapping out what I wanted to do.

Bruce EckfeldtLet's talk about that. You reached a point where you made a mental shift. What had you already done by that point in terms of thinking about life after the company, and what else came onto your list that you needed to do before you actually stepped out of the leadership role?

Scott AllisonIt's funny, because I always felt I wanted to get into film. I've been telling other people's stories for 40 years, and I always felt film was a medium where I could try to tell my own stories. My goddaughter Lauren was a producer with NBC. I'd go back to New York, where we have a big office, and we'd go out to dinner and drink too much wine, and we'd always be talking about it: "Uncle Scott, we've got to team up and do something."

I had lived in London and became fascinated with the Premier League and its fans. I said, "This is like Yankees-Red Sox times 100." We talked about that, and she said, "I would quit my job to go do this." I thought, man, now this thing's serious. Her dad's one of my best friends. So we just leapt in. Lauren quit her job, she moved to London, and we started this thing. I knew this was going to be a great natural evolution, to have this film production company.

I also used to do a lot of writing. I've written a couple of novels, but it's been a long time, and I want to get back to some of those things. And I'm really passionate about working with founders and entrepreneurs and helping them with their presentation skills. I think presentation is a dying art. A lot of executives, and I know you've seen this, are not good at presentations, and I want to help them get over the top with things like that.

So I've got things I really enjoy doing that I'll continue to do. But I was very methodical about having a plan and making sure this transition was pretty smooth. Look, I'm only two weeks into it, but I think it's headed in the right direction. It's what I wanted it to be. I spent 25 years commuting to San Francisco, two and a half hours a day. You kind of want a change. The travel was off the charts. Go back to right before COVID, 2018, 2019: it was 200 nights a year on the road. And it's a young person's game to a certain point. I was thinking, this is a bit much.

Bruce EckfeldtI've been there. I find this whole process is a little like driving a manual transmission. It's a combination of how much gas you give the next thing versus how much brake you give the current thing. If I'm too far ahead, I'm neglecting my current responsibilities. If I don't do enough, I'm going to stall out and be in limbo for too long. How did you balance that?

Scott AllisonI had a great business coach, Nigel Leinecker, out of the UK. He was my business coach for 15 years. We talked at length about the concept of gradually bringing the jet down. You can't go from 100 miles an hour to zero. We talked about the gradual steps and what that would look like, and mapped out that strategy.

Bruce EckfeldtAnything you would have done differently, now that you're where you are? Anything you wish you had prepared more for?

Scott AllisonNo, I think I was pretty methodical about it, Bruce. It was pretty intensely thought out. I started with this concept of a big funnel. You throw every idea, every interest, in at the top of the funnel, and then some of them you look at and say, "Well, that's not a good idea. I'm not going to do that one." At one point I said I'd like to buy a racehorse. And then you think, that's not a good idea. So the funnel starts to narrow.

Bruce EckfeldtI'm curious about that one. What did you do to learn that it wasn't a good idea? I think there's work you can do to validate and test some of these ideas pretty quickly. So something happened that told you that.

Scott AllisonIt's a funny story. I always joke that I learned how to read a racing form with my dad. My dad was a big horse player, and he would take my brother and me to the track. Oftentimes we wouldn't tell my mom. We were about five years old, learning how to read a racing form. So I always loved horse racing. But when I really got some books, started studying, and started talking to some people, I learned it might be one of the world's worst investments. So you start reducing things like that.

At one point, my wife and I also had this long-standing plan that we would spend three months a year living in a different place. Then we determined, I don't know if we want to do that. We've got a lot of good stuff at home, and we've got family. We have a place in Kauai, and we spend a lot of time there. So no, we're not going to do three months a year in a different location. You're constantly adjusting and refocusing and adapting.

My son is in real estate, and he said, "Dad, let's start looking at some startups." So we actually made an offer on a SaaS software company a couple of weeks ago, and we literally got outbid. We thought the deal was done at 10 o'clock at night, and by 6:00 the next morning, somebody came and photo-finished us. But I came in with an open mindset: I want to continue to talk, listen, learn, grow, open up. Don't be closed-minded to any kind of opportunity, but also quickly filter out the things you don't want to do.

Bruce EckfeldtIn terms of the transition for you, more emotionally, or your role in the world: I find a lot of times CEOs, particularly bigger-company CEOs, have a bit of a transition. They're used to a lot of resources, networks, reputation, and they step out of these roles and it's quite different. What did you notice? How did you make that transition?

Scott AllisonIt's funny. I was playing tennis one time with a guy in my league who was the general counsel for Chevron. Big job. He told me, "I went from 400 emails on Friday to zero on Monday. It took six months of therapy to get me through the quiet." So when you have these epiphanies, you file them away, and you understand. Even in this two-week transition, you see it drop off. We're so conditioned. I'd have to check Teams and this and that and the other, and now, wait a minute, I don't have to check as much stuff. But very quickly, I was on calls this morning on the movie, and some things were working out from a marketing standpoint. If you went from high volume to no volume, that's tough. You've got to go in with your eyes open on that.

Bruce EckfeldtIt's a big transition. As you look at this next stage, what do you feel you're continuing in terms of role, skills, perspective, and mindset into the next phase, and what will you give up?

Scott AllisonThe film production has a life of its own. But I really enjoy mentoring too, Bruce, and giving advice. I spoke just this morning to another agency, a smaller firm, and they said, "Man, we love your journey. Would you come do a presentation for our group?" And I said, absolutely. I love sharing the story. I love sharing ideas. I love being the sounding board. So I'll continue to do that. I have lunch with a guy today who said, "I'd like to consider selling my agency. Could you walk me through some ideas and approaches?" That's really enjoyable.

Bruce EckfeldtLet's talk about that, because a lot of folks who listen to the program are earlier-stage founder-CEOs, maybe five or even 10 years out. What would you suggest they think about, for themselves or for their company, that would help them be better positioned to actually make a transaction or have options later? What did you do, or wish you had done, that you'd suggest to folks?

Scott AllisonI think the suggestion is that you have to have the growth mentality. Growth is a decision. And I think it's a decision to sell, too. I'm speaking more about the agency world, but you don't have to sell. I know a lot of folks who run what Andy used to call a wallet. You're running a lot of your expenses through it, you're making a good living, it's a lifestyle decision. There's actually nothing wrong with that. That might be the best fit for you.

But if you think you are going to sell, that's not an overnight decision. You need to spend some time really going through it and asking, is this business sellable? I've consulted with some other agencies and told them, "You're not in a position to sell. You've got an erratic model. Three years ago you killed it, and then the next year you tanked, and then it went like this. There's no consistency there, and that's definitely going to scare off potential buyers."

I'm speaking more of our industry, professional services, but the gold standard is that you should be showing about a 20% margin. There's also a barometer in our business called the labor-to-revenue ratio, which should be in the high 50s, maybe 60% tops. And then you're working with a firm and it's 80%.

Bruce EckfeldtWhat does that tell you when you see that in an agency?

Scott AllisonThat they're spending way too much. They're overspending, and they need to get that spending in line. So with that sell decision, you really need to look at your business exhaustively and ask, is this an asset that's really sellable? And if not, what do I need to do to get it ready and get it fixed? I've seen some of your stuff where you talk about selling under duress. We all know that's a problem. You don't want to be in duress mode when you're selling. You want to have really thought it out. We spent two and a half years talking to different buyers, developing a comfort level, and really getting to know them. So when we finally made the decision, it was a well-thought-out decision.

Bruce EckfeldtThat does sound quite thought out. What were you looking for? What was your order of questions, and what would quickly move people out of the running?

Scott AllisonIt was really important to us... One company basically wanted to take us and shove us into another entity. I'll protect the innocent, but the agency name sounded like Horse and Hound or something. I thought, my people would be miserable working at this place. Honestly, Bruce, there were a lot of meetings where you'd come away and just want to wash your hands. You felt it was a slimy kind of deal, and you knew that you'd take a check and regret every moment afterwards.

We finally found kindred spirits at MDC. Their focus was, "You're the entrepreneur. You know what you're doing. Keep building." They actually asked, "Could you guys double your company?" Well, we grew 600%. A lot of it was having the autonomy to build and grow, and that was incredibly important. Now, I know some people, and I've come across them, don't want to do that. They just want to sell out.

Bruce EckfeldtIt's all about your situation and what you're going to do next. I've been in situations where people have something lined up, and they don't want any earnout. They want a really clean break because they want to move on to something else. So a lot of this is, what are your goals?

Scott AllisonWhich I think falls into some of the things you talk about. If you're under duress, if you're burnt out and you just want to sell and go, you're not going to get the best deal by any stretch. I think buyers will sniff that out.

Bruce EckfeldtThe good buyers will. I'm curious whether having multiple conversations actually helped you make the final decision. Sometimes a company gets an offer, and it can be a great offer, but because they haven't really looked at anything else, they don't even know how to evaluate it. Is there something better out there?

Scott AllisonWe were fortunate. We had some good advisors who helped us. But I will say there's so much more opportunity now than there was then. There are so many more buyers in the marketplace. By the time we did it, we had gone through a pretty exhaustive checklist. Andy and I were both the type who are pretty methodical. We don't make rash decisions. We really think things through and talk things through.

And it's about the personalities involved. You have to have somebody you really feel you can trust. You've done a lot of this too. Oftentimes that's not the case, and there's a lot of seller's remorse, oftentimes because people didn't really do the work. They're so focused on the check. Martin Sorrell, who famously ran WPP, the largest holding company, was notorious for reducing the offer the night before closing, because he knew the seller was so focused on it.

Bruce EckfeldtHe's already spent the money.

Scott AllisonExactly. So you know that stuff going in. And I've been telling my son this as we're looking at deals: you can't fall in love with a deal. You have to have a non-emotional response. You have to be able to walk away from any deal. I don't care if you're buying or selling. You have to take emotion out of it and really focus on the fact that you could walk at any moment and not look back.

Bruce EckfeldtMy advice on that is to have all of it decided up front. You don't want to be making decisions at the last minute. You want your framework set up: here's my bottom line, here are the terms I'm willing to take, here are the terms I'm not willing to take, here's my bottom number. Then the deal unfolds, and if it falls below those numbers, you don't take it. But if you're trying to make in-the-moment decisions under time pressure and emotion, that's where deals go sideways.

Scott AllisonAnd I think people think, "It's great, I'm going to sell, I'm going to get the check," without understanding, and you've been through this, how excruciating due diligence is when you sell your company. It's like going to a proctologist. It is not a good setup.

Bruce EckfeldtI say it's like getting a root canal and a colonoscopy at the same time.

Scott AllisonI remember once we were buying a firm in London. It's the night before the deal is supposed to close, we've got the seller out for a big celebratory dinner, the champagne, and I get a call from the holding company saying, "We've got a problem." Somewhere in all the due diligence, it had fallen through the cracks that somebody owned a stake in this business. They were saying, "No, no, we cleared it." "You've got to show the evidence." So literally, they had to go running back to their office at 10 o'clock at night, trying to find a document that had been executed a decade ago. God bless them, they had it, because I don't think I would have. I would have said, "I have no idea." They had the document, and we were able to get the deal through at about one o'clock in the morning. So due diligence is painful on all sides.

Bruce EckfeldtClassic. I've heard a couple of stories of people having to shell out tens of thousands of dollars to get releases signed because they couldn't find some contract. It is brutal, and people pay it, because they've got to close the deal.

Scott AllisonFor sure. Exactly. So go in with your eyes open on all fronts, be very methodical, and make decisions from strength, not from weakness.

Bruce EckfeldtGreat advice. Scott, this has been a pleasure. If people want to find out more about you and what you're doing these days, what's the best way to get that?

Scott AllisonBruce, allisoncommunications@gmail.com is the fastest way to reach me. I always enjoy talking to founders and talking through opportunities and challenges, and I'm happy to help at any time. Bruce, it's great talking to you, and I really enjoy your content as well. It's spot on.

Bruce EckfeldtScott, thank you so much for taking the time today.