Knight Lancaster

1/ Uncleared transactions in your accounting software are the digital version of uncleared checks. You logged the action in your billing software, but the money hasn’t moved yet. 🧵

@lawheroezV2 @SellersCounsel You, an attorney, knew not to take it literally His target audience is non-attorneys who don’t have your experience and say “That guy is better. We need to hire him” Based on visibility created by statements that he knows aren’t true That’s character/morals, not legal nuance

I am an attorney (practiced for 16 years) and maybe as someone who is also a Legaltech product person building Legaltech I didn’t take what Zach said so literally as I appreciate the deep nuances when it comes to use of AI in legal work. Maybe it’s just me. I can appreciate your perspective though.

ICYMI: -Lawyer goes viral for article (verified as 100% AI generated) explaining how AI has revolutionized his law firm and replaced virtually all associate work -Spends a month loudly proclaiming that AI gives better outputs than junior associates and that partners no longer need them -Suddenly has a need for an associate with *checks notes* one year of experience I’m going to go out on a limb and say that lawyer jobs, even entry level ones, aren’t going away for a while.

@lawheroezV2 @SellersCounsel X usage is primarily about brand creation for many. When creating a brand & benefiting from 10 million+ views, but doing the opposite of what you say, it looks like intentionally dishonest self-promotion (that only attorneys recognize). It’s a dig at character/morals, not AI.

An honest question: why does this bother you so much? Is it possible that Zach is hiring fewer young lawyers now to do the increasing flow of work because they’ve embedded AI into his/firm’s work? The discussion here feels snarky and lacking nuance. It’s not an either or situation where if you have AI then you don’t need young associates. I see it as a lawyer+ AI situation, with much smaller teams able to do much more work and therefore hiring fewer young lawyers rather than not hiring young lawyers at all.

@joshualowenthal @SellersCounsel Josh, it can’t be that simple, can it?

Or, and just hear me out here… Hire a competent Tax attorney so that you know your operating agreement is drafted correctly. Crazy, I know.

@HMugwagwa @Eli_Albrecht @JayDFreeman Or buyer is “offering” a price significantly above market and the seller doesn’t “need” to sell yet and thinks he’s “locked in a good deal”until seller gets into DD and reduces the price back to market… it’s a sales play.

@Attorney_CPA @Eli_Albrecht @JayDFreeman Whoa, that’s a long time, and here I am scolding buyers for asking for 12 months!! There has to be some kind of good faith progress or some earnest money right? Right? Unless it’s a crazy regulated biz that needs extensive specialized regulatory DD.

Yesterday, we had a deal die because the seller was promised a value, the deal was marketed with fluffed-up financials, when the QoE and valuation came back, the biz is worth 50% of the initial offer. Seller is stuck on the initial valuation he was promised and rigid on price.

@wraithbrokerage @Eli_Albrecht That makes sense. The odd thing here is that the buyer’s purchase price is more than a pipe-dream… I’m guessing they expect the seller to be so worn down that he’ll just cave so he won’t have to go through that experience again.

@Eli_Albrecht This is happening a lot. It’s a hybrid IS model to attempt and get a roll-up under LOI without doing any integration or purchases

Is anyone else seeing 2-year exclusivity in an LOI? I have not seen anything more than 60-90 (30-day extensions) days in an LOI.

@dealflow_guy @Eli_Albrecht The worst part is I don’t think buyer has any intent to close in the next 18 months. It’s just to tie up the business and wear down the seller.

@Attorney_CPA @Eli_Albrecht Astonishing

@FPL_Solicitor @Eli_Albrecht My sell side deals are literally showing 4-4 on 2 year exclusivity periods in the LOI in 2026 until we push back on it. Not coffee shop talk, my deals. No, I don’t think the buyer has any intent in closing in less than 2 years and it’s purely to tie up and wear down the seller.

@Eli_Albrecht No chance 2 years. Yeah 60-90 days more common.

@dealflow_guy @Eli_Albrecht I can assure you it is and agree it sounds ridiculous. I’ve been sell side legal counsel on all 4.

@Gil_Topaz @Eli_Albrecht You’re better than some of the brokers. When they’re telling a seller that 2 years is “market”, they’re objectively not brokers. They’re buyer representatives.

@Eli_Albrecht No, and I’d never suggest a client agree to one

@Eli_Albrecht I’ve done some that close in 30 days, but when it was that short of a period, we skipped the LOI

@Eli_Albrecht I don’t think I’ve ever done a deal that only had a 30 day LOI exclusivity period. Buyer can barely get through financing in 60 days when real estate is involved in the acquisition.

@Eli_Albrecht @JayDFreeman And I’m not saying 2 years is good or “market”. I’m saying that’s what been in the first cuts of drafts that I’m having to say is ridiculous. 12 months with a 6 month ext. is as far as I’ve stretched because it had a ton of rezoning contingencies associated with the sale.

@Eli_Albrecht @JayDFreeman No, I’m talking about the no-shop/exclusivity period.

@diligentsAI @Eli_Albrecht Agree.

@Attorney_CPA @Eli_Albrecht Both points are symptoms of the same root cause — no one anchored on reality before the process started. Brokers who set realistic expectations upfront avoid both problems.

@CVW_IV @Eli_Albrecht @JayDFreeman No. The exclusivity/“no shop” period… The portion of the non-binding LOI that’s actually binding and gives buyer real leverage when it’s 2 years. 2026 is 4 of 4 first drafts LOI’s showing 24 months until you say end of calendar year, 12, or 18 months.

@Eli_Albrecht @Attorney_CPA @JayDFreeman This has to be NDA, right?

@JayDFreeman @Eli_Albrecht Why would you love to know what seller is signing those?

@Attorney_CPA @Eli_Albrecht Having worked at Tier 1 and 2 IBs and now doing my own PE deals. I'm quite familiar with LOI terms and structures. I can't say I've ever seen a 2 year exclusivity and definitely not standard. I would love to know what seller is signing those.

@Eli_Albrecht @JayDFreeman On the last 4 deals I’ve been sell side, buyer’s LOI pushed across had a 2 year exclusivity period. They agreed to 12 months on 2 of them and end of calendar year on the 1, and the 1 was already signed when I received it because the broker told him “everyone does 2 years”.

@Attorney_CPA @JayDFreeman 2 year exclusivity??????

@JayDFreeman @Eli_Albrecht A fairly standard initial draft of the LOI includes a 2-year exclusivity period. Having an exclusivity period in an LOI is not normally negotiable, but the duration is normally negotiable.

@Attorney_CPA @Eli_Albrecht 2 year exclusivity? Where?

@connorpera Me any time someone uses their numbers & logic to determine if something is working ^^^^

I might lose some friends on SMB X for saying this but I think the global talent/outsourcing thing is extremely overrated. After multiple attempts, our experience has been that the talent level isn’t anywhere near what we’ve found from US-based employees. At 50% of the cost, even 80% output justifies the expense. Our experience has been 50% of the cost and <50% of the output plus the cost of headaches addressing performance issues. Admittedly a small sample size - we’ve made 4 hires total since inception from a couple different sources but am I the only one who has tried it and been like “this ain’t it”? I remain open minded to being convinced, but at this point our default is back to US-based, on-site for all roles.