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Start Early, Sell Smarter

“A transaction is like brain surgery. You should have a neurologist, a brain surgeon working on it.” — Mitesh Patel ​ In this episode of the Power Exit Podcast, John Marsh sits down with Mitesh Patel—Founder and Principal of Blue Sky Law, a boutique M&A law firm in the metro Atlanta area—to unpack what really separates sellers who are ready to transact from those who get surprised (and delayed) by the process. They dig into why overconfidence can derail a deal, why you “don’t know what you don’t know,” and how the right deal team helps you spot issues early—before the buyer does. ​ Mitesh breaks down the purchase agreement sections that matter most (and why), explains reps and warranties in plain English, and shares the post-closing risks sellers worry about—especially working capital and indemnification—so you can go into diligence prepared instead of playing defense. ​ You’ll learn: 🔹 Why most owners only go through one transaction—and why that makes education and preparation non-negotiable. 🔹 Why you need a deal-specific attorney (and why Mitesh compares M&A to “brain surgery”). 🔹 The key purchase agreement sections to focus on: purchase terms/structure, reps & warranties, employment items, working capital, and indemnification. 🔹 Real examples of reps & warranties (including litigation and even “threats of litigation”) and how problems show up after closing. 🔹 How earnouts and rollover equity can add upside—but also shift control and increase seller risk. 🔹 What legal due diligence really feels like (John’s “colonoscopy without the anesthetic” analogy) and what buyers request when they’re spending millions. 🔹 Mitesh’s best advice in 60 seconds: start early, interview multiple firms, and build a team you can be fully honest with when things get hard. Connect With John LinkedIn -   / marshcreek   Connect With Mitesh LinkedIn -   / miteshblueskylaw   🔸 Get a Complimentary Business Valuation: https://www.mcreek.com/what-is-my-bus... 📌 Subscribe To The PowerExit™ Insights Newsletter: https://www.mcreek.com/newsletter/ 🌐 More resources ➝ https://www.mcreek.com/ About John Marsh: John Marsh is the Founder and Managing Partner of Marsh Creek Advisors, a boutique M&A advisory firm that helps business owners navigate the sale of their companies with confidence and clarity. Since founding the firm, John has closed hundreds of millions in transactions and earned national recognition as Top Global Producer by the International Business Brokers Association and part of the Firm of the Year by M&A Source — the highest honors in the industry. Before launching Marsh Creek, John served as CFO and later General Manager of a high-growth medical device company, where he led over $300 million in M&A activity, including a $161 million sale to private equity. Earlier in his career, he worked at Ernst & Young and Frazier & Deeter, where he focused on financial reporting and audit services for both Fortune 100 companies and privately held businesses. John holds a BA from the University of Georgia and an MBA from Kennesaw State University. He lives in Sandy Springs, Georgia, with his wife and two daughters. #powerexitpodcast #mergersandacquisitions #businessexit #sellyourbusiness #duediligence #workingcapital #privateequity #entrepreneurship #businessowners