Norina D

1/1 Hello X world. I figured it might be a good idea to introduce myself.

@SAOliver_Atty @SMB_Attorney all the lower market lawyers on X:

@SMB_Attorney If only people realized this and had practices focused on serving the lower-middle-market... Those people would have it made!

Biglaw firms and attorneys have abandoned the lower-middle-market. They don’t want your work. If you’re not doing $100 million in annual revenue, forget about it.

@SAOliver_Atty Merry Christmas!

As a 1st year attorney, I remember being afraid to write "Merry Christmas" in emails... Now... I write it without reserve. I've learned that offering someone a sincere holiday wish is simply a gesture of kindness. At least... it should be. If someone wishes me Happy Hanukkah, Kwanza, or anything else, I'm grateful for it and return the same goodwill to them. This is the way... Merry (almost) Christmas!

Biggest red flag with new clients: “This is an easy transaction. Should only take a few hours.” That usually signals zero M&A experience, no industry context, and no appreciation for the issues outside anyone’s control. When you hear it, either run or set hard expectations up front. Flat fee? Build in serious cushion. Hourly? Strong retainer. Much better to refund part of a retainer at the end than to explain a “surprise” bill — or worse, underprice a deal and resent all the free work

One of the hardest things for some clients (a small minority—most of you are amazing, socially intelligent humans 👀) to understand is that when I don’t respond instantly, it’s because I’m working for… …wait for it… other clients. Just kidding. I’m doom scrolling.

PSA: If a broker tells you they have a “party-neutral” purchase agreement… run. That person is a moron. Those documents are drafted to protect someone, and it’s not you. Example: I just handled a deal where the “neutral” APA imposed post-closing covenants on the buyer—financial solvency, ordinary course operations, etc. Translation: “Congrats on your purchase; here are a bunch of ways you can now be in breach.” Neutral my ass.

Deals can wait. Tomorrow, sit with your family, turn off your phone, hug a little tighter, and thank God for this day. There’s so much to be grateful for: a room full of loved ones and a belly full. ❤️🙏

@joshualowenthal I love profits first! We do it for family finances. And my husband does it in his business too!

Okay #taxtwitter so as a business operator I thoroughly enjoy using profits first as a method to manage cash within my business. That said there is almost nothing that grinds my gears more than when I hear coaches that talk about Profits First as this magical way of accounting that changes everything. It’s not!

As tempting as it is to fire off a snarky email to opposing counsel or dress down someone talking out of their caboose on a deal. Don’t. Civility is the most appreciating intangible asset in this profession. I once had a deal with a lawyer who was an absolute nightmare: rude on every call. I never stooped to her level. A year later, the accountant on that deal referred me a client. He remembered my professionalism. The high road always pays.

If you’re pushing your lawyer to sprint to closing, don’t be surprised if post-closing issues trace back to… you. Cue Taylor Swift: “It’s me, hi, I’m the problem, it’s me.”#ItsMeHi #TaylorSwiftLaw #DealDrama #LawyerLife #MergersAndAcquisitions #BusinessDeals

instagram.com/reel/DObjjkxEd… I just wrapped an M&A deal with this lawyer on the other side. It went as expected. 👍🏻👌

Yes, hiring a “big-deal” lawyer for a small deal can tank your acquisition trajectory. Small franchise deal. Rural fly-over county. Seller hires Manhattan counsel for the lease. Seller’s got three local properties. Deal’s sub-$3M. Next thing I know, a 90-page lease, three-week back-and-forth, and an “all-hands” Zoom. We’re arguing admin fees and grace periods when Big-Deal Counsel whips out a packet citing “market rates” from three floors of a Midtown skyscraper. My thought: we’re cooked. 🤦🏻‍♀️ 👉 Moral: Find your just-right lawyer.

Another episode of I’ve never done this before: a riveting experience. Buyer reaches out to Seller — “I’ve contacted an escrow company for the real estate side of the deal. Any preference on title?” Seller: “No.” Buyer (and me, counsel) introduce Seller + Seller’s counsel to the title company. No objections. Title starts handling prelims, issues commitment. ✅ Seller’s attorney? MIA the entire deal. Every doc sits with them. Fast-approaching target closing. I send a status email, laying out the clean path to close. Seller responds with edited docs and surprise! A new title company is “now handling” the transaction. Reason for firing the original title company? 🤷 Under Illinois law, Seller picks title (Not a law). Seller is now mad the closing is pushed. Don’t mind me having a stroke over here. Moral of the story: HIRE AN M&A LAWYER. Dear Lord.

On a personal level, my husband's business is dealing with exploding overhead costs in the supplies and products we regularly purchase. He has a dental practice, and this is a regular and consistent problem in our industry outside of the largest problem which is insurance reimbursement rates (thankfully we don't have to deal with that in our business). Margins however are diminishing, and it's very tough out there for these owners.

Read the @keybank survey this morning: too many small biz owners feel stuck in survival mode. I see it in deals all the time: great businesses fighting uphill battles. We’ve got to do more than cheer from the sidelines. Policy, capital, and clarity matter. crainscleveland.com/banking-financ…

@SellersCounsel @SAOliver_Atty Hit the nail on the head.

What’s interesting about this specific scenario is that the only way it’s legit is if both clients are signing conflict waivers, but if the broker is requiring it, then surely those conflict waivers aren’t adequate because the clients have no other choice… Definitely a giant can of worms 😳

So apparently the broker is requiring that a neutral third-party attorney draft all the definitive docs, and each side just pays $1,500–$2,000. First, how is this not an ethics issue? Second, you know I’m counsel for the buyer (I'm drafting the LOI). Third, what does neutral even mean? Has anyone ever actually dealt with this before? #MALaw #Ethics #MergersAndAcquisitions #DealDrama #LawTwitter

@SAOliver_Atty I support this.

Does that mean I can be an SBA lawyer for banks AND represent the buyer and seller?! Talk about smooth closings. ... this is sarcasm Don't report me to the ethics board.

@SAOliver_Atty I asked how this is kosher, and the response from the lawyer is: I talked to a guy on the ethics board and "it's cool." I'm absolutely ok with this now.

@NorinaJd I’ve seen this before, although without buy-side counsel involved. With buy-side involved, I would definitely push back if I were you. I’ve never quite understood the “neutral attorney” in buy/sell deal work. How does that even work and why would someone want that?!

@EtaEnthusiast @ParsleyETA I got to talk to my boy Jake! Thanks!

@NorinaJd Yup! Faced exact same issue. @ParsleyETA walked me through my options. I ended up pushing back hard. Broker yielded on this and some other ridiculous terms. Even though I didn’t get the LOI accepted, I don’t think I would change my decision to push back