The Buyer's Boardroom

Hosted by Alaris Acquisitions

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Latest episode

Jul 2026

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EN-US

About the show

Welcome to the wild world of M&A, where owners of wealth management firms venture into uncharted territory, hoping to strike a deal. It's a tricky path to navigate; who are the buyers? How do they think? What do they look for? How can I maximize my firm's value? How do we vet a partnership? Fear not, brave entrepreneurs! Hosts Allen Darby and Jacqueline Martinez are here to guide you through this unfamiliar terrain, helping you uncover what buyers really want and how to avoid the landmines that can blow up a deal.

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28 recent

July 22, 2026Episode 281 hr 19 min

Episode 28: How buyers evaluate a seller's P&L with Special Guest Jacob Vick from Beacon Pointe Advisors

Episode 28: How buyers evaluate a seller's P&L with Special Guest Jacob Vick from Beacon Pointe Advisors Hosts: Allen Darby & Jacqueline Martinez Guest: Jacob Vick, Senior Director, M&A at Beacon Pointe Advisors Your P&L is one of the first documents buyers use to evaluate your business, but it rarely tells the whole story. In this episode, Allen and Jacqueline sit down with Jacob Vick to discuss how sophisticated buyers analyze financial statements during due diligence, what adjustments are considered normal, and which financial metrics have the biggest impact on value. Most buyers begin with three years of profit and loss statements, balance sheets, and year-to-date financials to develop an initial view of the business. While these documents provide a starting point, deeper diligence typically includes direct access to accounting systems to validate the accuracy of the numbers before closing. Many advisory firm owners run legitimate personal or discretionary expenses through the business for tax planning purposes. Buyers expect this. During diligence, these expenses are identified and adjusted to determine the firm's true operating profitability while ensuring the business still has the resources necessary to sustain growth after a transaction. After a Letter of Intent is signed, buyers typically perform a Quality of Earnings analysis to validate revenue, expenses, and cash flow. This process goes well beyond reviewing financial statements by reconciling billing records, custodial data, and bank deposits to confirm that reported earnings accurately reflect the economics of the business. Recurring advisory revenue continues to command the highest value because it provides predictable cash flow. Firms with significant commission or transactional revenue often receive additional scrutiny during diligence. Buyers are also evaluating operating expense levels, owner compensation, and whether the business has invested appropriately in people, technology, and infrastructure to support future growth. Healthy EBITDA margins are important, but exceptionally high profitability is not always viewed positively. Buyers may see unusually high margins as evidence that the firm has underinvested in staffing, technology, marketing, or leadership. The strongest businesses balance profitability with continued investment in long-term growth. One of the biggest risks for sellers is signing an exclusivity agreement before buyers have fully validated the financials. If an LOI is based only on a high-level review of the P&L, sellers may lose negotiating leverage if the buyer later attempts to reduce value during detailed diligence. Understanding how buyers underwrite financial performance before signing can help avoid costly surprises. Financial performance is only part of the equation. Buyers also evaluate leadership, transparency, succession planning, and the firm's long-term growth strategy. Owners who clearly communicate why they are pursuing a partnership and who prepare their teams appropriately often experience a smoother transaction and stronger post-close outcomes. A clean P&L is important, but buyers are purchasing much more than financial statements. They are assessing the quality and sustainability of earnings, the firm's ability to continue growing, and whether the business has been built to succeed beyond the founder. Understanding how buyers evaluate your financials before entering the market can significantly improve both deal certainty and long-term outcomes. The First Look at Your FinancialsRecasting Your FinancialsThe Quality of Earnings ProcessWhat Buyers Focus on MostUnderstanding EBITDADon't Get Trapped by the LOIBeyond the NumbersBottom Line

June 22, 2026Episode 271 hr 24 min

Episode 27: Valuations - What is Your Practice Worth & How Will It Be Valued with Special Guest Kay Lynn Mayhue

Episode 27: Valuations - What is Your Practice Worth & How Will It Be Valued with Special Guest Kay Lynn Mayhue Hosts: Allen Darby & Jacqueline Martinez Guest: Kay Lynn Mayhue, President at Merit Financial Advisors Wealth management valuations are sitting near historic highs, but not every firm is valued the same. In this episode, Allen and Jaclyn break down where RIA valuations are today, what buyers are really paying for, and why deal structure matters just as much as the headline multiple. Current Wealth Management Valuations The market remains highly competitive, with pricing moving up over the last six months. Tune in to find out headline multiples Why the Headline Number Can Be Misleading The highest multiple is not always the cleanest offer. Buyers often separate the base business from future growth assumptions, which means a large headline offer may depend heavily on earn-outs, retention payments, or aggressive performance targets. Sellers need to understand what is guaranteed, what is contingent, and what has to happen after closing to receive the full value. What Buyers Are Scrutinizing Organic growth has become one of the most important value drivers in the market. Firms with strong net new asset growth, team depth, and a credible next generation of leadership are commanding more buyer attention. On the other hand, concentration risk, weak succession planning, or a lack of reinvestment in the business can create friction in diligence and impact structure. Profitability Is Not Always What It Seems Strong margins matter, but unusually high EBITDA margins can raise questions. Buyers may interpret extreme profitability as a sign that the firm has underinvested in technology, infrastructure, talent, or future growth. The best-positioned firms are not just profitable. They are scalable, durable, and built to keep growing after a transaction. Understanding Deal Structure Most transactions include a mix of cash, buyer equity, retention payments, and potential earn-outs. Closing payments often represent 60% to 80% of the base valuation, while additional consideration may depend on client retention or future growth. Employment agreements, restrictive covenants, non-competes, and non-solicits are also standard parts of the process. The Role of Team Depth and Succession For owners who want to exit within a few years, a strong second-generation leadership team is critical. Buyers want confidence that client relationships, operations, and growth will continue after the founder steps back. Firms that wait too long to build that bench may find themselves with fewer options or more restrictive deal terms. The Coming Impact of AI AI is becoming a major strategic consideration for wealth management firms. Larger platforms are investing heavily in automation, operational efficiency, and AI-enabled infrastructure. Over time, firms that rely too heavily on manual processes may appear bloated or less scalable compared with buyers that have invested in technology. Timing the Market Owners who think they may want to sell in the next two to five years should start preparing now. If the goal is to exit shortly after a transaction, the process should begin years in advance. The strongest outcomes usually come from firms that have already addressed growth, team, operations, succession, and client retention before going to market. Bottom Line Valuations are strong, but buyers are becoming more selective. The firms that win premium outcomes are not just large or profitable. They have organic growth, durable teams, clean operations, thoughtful succession, and a clear story about why the business will continue to thrive after the deal closes.

February 26, 2026Episode 261 hr 20 min

Episode 26: How Buyers Win in a Sellers Market

Hosts: Allen Darby & Jacqueline Martinez Guest: Michael Dolberg, Founder & CEO of Pollen Wealth Management In a competitive seller’s market, the highest price does not always win the deal. Sellers are evaluating far more than valuation multiples. In this episode, Allen and Jaclyn break down what actually separates winning buyers from the rest of the field and why preparation, empathy, and clarity often matter more than the headline number. The Seller’s Mindset Most RIA owners have never sold a firm before. Even highly successful advisors experience uncertainty when entering the process. Sellers are evaluating buyers through the lens of trust, continuity, and confidence in execution. Buyers who fail to recognize the emotional dimension of a sale often lose deals before they even realize it. Why Communication Matters More Than Buyers Think Sellers quickly lose confidence when buyers appear unprepared. Vague answers about deal structure, compensation, or post-acquisition economics signal uncertainty. Clear communication, supported by real data, is one of the fastest ways buyers establish credibility during the process. Building a Compelling Buyer Value Stack Price alone rarely determines the outcome. Strong buyers articulate a full value proposition that includes operational relief, improved practice management, expanded capabilities, and meaningful support for organic growth. Buyers who clearly explain how they improve the seller’s life and business stand out immediately. The Equity and Compensation Story Entrepreneurial sellers want upside, not just security. Buyers must clearly communicate how equity participation works, what future liquidity may look like, and how compensation structures reward growth. Complex or confusing compensation models often undermine seller confidence. Why Smaller Buyers Sometimes Win Large platforms may have the most resources, but smaller firms frequently win deals by demonstrating preparation, responsiveness, and genuine interest in the seller’s business. Sellers ultimately sell to people, not logos. Inside a Successful Acquisition Strategy Michael Dahlberg shares how Pollen Wealth Management grew from roughly $800 million to more than $8 billion in assets and what has driven their success as an acquirer. He explains how thoughtful integration, cultural alignment, and operational support help make partnerships work long after the deal closes. Mailbag: When Price Isn’t the Deciding Factor How buyers can win even when they are one or two turns below the highest bid and why offers dramatically below market rarely make it past the first conversation. Bottom Line In a seller’s market, buyers win by being prepared, transparent, and human. Sellers are not just evaluating economics. They are evaluating trust, collaboration, and who they want to partner with for the next chapter of their business.

January 15, 2026Episode 251 hr 0 min

Episode 25: Surviving the LOI Gauntlet: What Actually Gets Deals Closed

Hosts: Allen Darby & Jacqueline Martinez Guest: Patrick Lawler, Head of M&A at Savant Wealth Management Most sellers think the hard part is getting to an LOI. In reality, that’s when the real work and the real risk begin. In this episode, Allen and Jaclyn break down what they call the “LOI gauntlet” and why more deals fall apart between LOI and close than at any other point in the process. What the LOI Actually Triggers Why an LOI is the moment buyers commit real capital, legal resources, and senior leadership time — and why seller behavior during this phase is scrutinized more than ever. The Post-LOI Reality The 45–60 day stretch of diligence, legal, and transition planning that creates deal fatigue, emotional pressure, and the conditions where most breakdowns occur. Seller Behaviors That Kill Deals From slow or defensive diligence responses to team resistance and “secret shopper” tactics, the subtle signals that cause buyers to question trust, culture, and readiness. Reverse Diligence Done Right How and when sellers should evaluate the buyer, what information to ask for, and why withholding cooperation until reverse diligence is complete is a fast way to lose momentum. Inside the Buyer’s Mind Patrick Lawler of Savant Wealth Management shares how buyers mobilize teams post-LOI, what they watch for in seller conduct, and why character and collaboration matter as much as financials. Mailbag: How Much Is Too Much to Share? When financial transparency is expected, how early to provide data, and why “bankable” valuations are built before the LOI, not after. Bottom Line An LOI doesn’t mean the deal is safe. It means the real test has begun. This episode is a practical guide to navigating the most fragile phase of the transaction and doing the things that actually get deals across the finish line.

October 20, 20251 hr 28 min

Episode 24: How to Objectively Measure Culture with Amy DeTolla from Aureus Advantage

Hosts: Allen Darby & Jacqueline Martinez Guest: Amy DeTolla, Chief Experience Officer at Aureus Advantage (formerly Focus Financial/Connectus) Culture is often cited as the #1 reason deals succeed or fail, but few sellers know how to measure it before signing. In this episode, Amy DeTolla joins Allen and Jaclyn to unpack how cultural alignment drives, or derails, integration success. Compatibility vs. Culture Compatibility can be quantified, culture must be experienced. Understanding the difference determines whether your team integrates seamlessly or fractures post-close. Pre-Signing Alignment Checks How to evaluate values, leadership style, and communication dynamics before a deal closes, not after it’s too late. Common Integration Pitfalls The “us vs. them” dynamic that derails post-close collaboration, and how to prevent it through intentional cultural due diligence. Testing for Cultural Fit Practical questions sellers can ask buyers to gauge leadership alignment, client experience philosophy, and operational cadence. Amy’s Key Insight Culture isn’t a vibe, it’s an operating system. The firms that win long-term define it, measure it, and make it part of their deal process. Bottom Line If “culture fit” is on your checklist but not in your due diligence, this episode is your blueprint for turning values into deal strategy.

August 25, 2025Episode 2259 min

How to Minimize Your Taxes on Big Transactions with Guest Elizabeth Guidi from Kilpatrick Townsend

Hosts: Alan Darby & Jaclyn Martinez Guest: Elizabeth Guidi, Tax Attorney at Kilpatrick Townsend Your transaction outcome isn't just about the headline price - it's about what you actually keep after taxes. Most sellers focus on valuation multiples but miss how deal structure can dramatically impact their after-tax proceeds. Asset purchases with rollover equity often beat straight stock sales from a tax perspective. The "structure first" mindset can save significant dollars compared to focusing solely on purchase price negotiations. Purchase Price Allocation How assets are valued affects your tax treatment Goodwill allocation and step-up in basis implications What actually moves the needle on your tax bill Payment Timing Strategy Earnouts vs cash today - the tax timing trade-offs Working capital adjustments most sellers don't see coming Escrow and indemnity tax implications Entity Structure Traps S-corp, LLC, and C-corp nuances that catch sellers off-guard Why your business structure affects deal taxation Planning moves that should happen before you start negotiations Hidden Tax Landmines - State and local tax surprises that can derail your planning- Geographic considerations most advisors overlook- Compliance requirements across different jurisdictions Pre-LOI Tax Checklist - Simple framework to get tax planning on track before negotiations begin. Getting tax and legal advisors involved early lets you design the optimal structure instead of retrofitting tax planning to a completed deal. Elizabeth's Key Insight - Every deal is unique. Cookie-cutter approaches to M&A taxation leave money on the table. The biggest wins come from structuring transactions intelligently from the start, not trying to minimize taxes after the deal terms are set. Bottom Line - Smart tax planning isn't about finding loopholes - it's about legally structuring your transaction to keep more of what you built. Start the conversation with tax advisors before you sign the LOI, not after.

August 20, 2025Episode 2358 min

Does Selling Mean an Exit? with Denitsa Balunis of Edelman Financial Services

The Big Myth Most advisors think selling their firm means they have to retire immediately. Reality check: Less than 5-10% of sellers actually want to exit within 12 months. Client relationships are everything - "Is my advisor changing?" is their #1 concern Buyers inherit your succession problems and need time to solve them Post-acquisition growth is where buyers make their real money Three key motivators: Money - De-risk your asset, take some chips off the table Quality of Life - Get rid of compliance, operations, billing headaches Growth - Access better systems, resources, and opportunities Earnouts based on future growth Revenue sharing on new business (20-40%) Equity participation in buyer's success Payments stretched over multiple years As the nation's largest RIA ($300B+ AUM), they prefer strategic partnerships over quick flips: Want founders to stay 12-24 months minimum Focus on cultural fit and growth mindset Take over back-office stuff, you keep client relationships Modern M&A is about partnership and scaling your impact, not cashing out and disappearing. The best buyers want you to stick around and grow together. Perfect for advisors considering M&A or wondering what really happens post-transaction.

May 14, 2025Episode 2117 min

The Big Reveal: When to Tell Your Team?

For RIA principals navigating a merger or acquisition, one of the most challenging decisions is determining the right moment—and method—to share the news with their team. In this crucial episode of The Buyer's Boardroom, hosts Allen Darby and Jacqueline Martinez tackle this sensitive topic, drawing from real-world experiences, including those "awkward moments" many leaders hope to avoid. Allen and Jacqueline delve into the critical best practices for preparing and delivering this significant announcement. They explore the nuanced considerations around timing, discussing the pros and cons of informing key team members pre-LOI versus waiting until an LOI is signed. A key point of discussion revolves around the inherent risks of waiting too long, such as an employee catching wind of a potential deal months in advance and seeking opportunities elsewhere, leading to unintended talent loss. Listeners will learn valuable strategies for: Strategic Timing: Weighing the 75% probability milestone (often associated with pre-LOI diligence needs or deal progression) against the risks of premature disclosure or delayed communication. Thorough Preparation: The importance of meticulous planning before the announcement call to ensure clarity and confidence. Crafting the Narrative: How to effectively outline what will happen next, providing a clear roadmap for the team post-announcement. Consistent Reinforcement: Techniques for reinforcing key messages to ensure understanding and manage concerns over time. This episode is packed with actionable advice for any firm leader facing the pivotal moment of M&A communication, offering insights to help manage team anxieties, maintain trust, and navigate the transition with greater transparency and strategic foresight. Join the Conversation: We invite you to share your thoughts on this approach. Email your reactions to ⁠⁠⁠boardroom@alarisacquisitions.com⁠⁠⁠ .

April 24, 2025Episode 2025 min

Navigating M&A in a Market Downturn

Navigating M&A Deals Through Market Downturns Market volatility got you worried about your M&A deal? Recent market downturns, even seemingly moderate ones impacting portfolios by around 6%, can significantly affect a company's sellable EBITDA, creating uncertainty for both buyers and sellers deep in the transaction process. In this episode, we tackle this challenge head-on. Sellers understandably don't want short-term market dips to penalize their long-term value, while buyers need confidence in current valuations for their stakeholders and lenders. How do you bridge this gap and keep deals moving forward fairly? We explore the perspectives of both parties, emphasizing that successful M&A is a long-term partnership, not an opportunity to exploit temporary market fluctuations. Discover the practical ways market activity can impact deal structure – from valuation adjustments to putting retention payments at risk. More importantly, we dive into creative, actionable solutions that go beyond simply pausing or walking away. Learn about strategies like: Using historical AUM or revenue periods for valuation benchmarks. Structuring earn-outs tied to future dates, allowing time for market recovery or organic growth. Focusing retention calculations on controllable factors like net new assets, excluding market noise. A key technique: Giving sellers the flexibility to elect extensions on measurement periods for contingent payments, balancing risk fairly. Tune in to understand the risks and rewards of different approaches and learn how Alaris Acquisitions facilitates constructive conversations to find mutually agreeable paths forward, ensuring deals stay on track even when markets are choppy. Join the Conversation: We invite you to share your thoughts on this approach. Email your reactions to ⁠⁠boardroom@alarisacquisitions.com⁠⁠ .

April 11, 2025Episode 191 hr 17 min

10 Things That Make Your Baby Ugly with Jason Gordo from Modern Wealth Management

In this thought-provoking episode of The Buyer's Boardroom, Allen Darby and Jacqueline Martinez discuss "10 Things That Make Your Baby Ugly" – insightful factors that can make your RIA less attractive to potential buyers. They delve into common operational, financial, and client-related issues that can significantly impact your firm's valuation and appeal. This episode provides crucial guidance for RIA owners looking to maximize their firm's attractiveness and ensure a successful M&A journey. To cap it off, Allen sits down with Jason Gordo of Modern Wealth Management to get his take as an experienced acquirer. Join the Conversation: We invite you to share your thoughts on this approach. Email your reactions to ⁠boardroom@alarisacquisitions.com⁠ .