Darshan Kulkarni in conversation with Nella Bloom, for an in-depth discussion on the current state of small business transactions, private equity trends, and the challenges of advising clients in an unpredictable market.

Nella, an experienced attorney specializing in mergers and acquisitions and fractional general counsel services, explains how today’s business climate feels increasingly unstable. Rapid regulatory changes, unpredictable government responses, and evolving funding structures have made it difficult for lawyers and entrepreneurs alike to plan ahead. From shifting SBA lending rules to changing tax and formation requirements, she notes that the uncertainty affects every stage of dealmaking and business operation.

The conversation then turns to broader market trends. Nella has observed a rise in corporate bankruptcies, layoffs among highly skilled professionals, and a surge in individuals turning to entrepreneurship after losing traditional corporate jobs. Many of these professionals seek to launch consulting practices or small service-based companies, often entering a market filled with both opportunity and risk.

Darshan and Nella explore how private equity (PE) firms are reshaping the business acquisition landscape. While PE investors focus on maximizing profit and achieving lucrative exits within three to five years, owner-operators often prioritize legacy, continuity, and mission. This misalignment, Nella explains, can lead to misunderstandings and unmet expectations. Despite the allure of quick financial gains, she cautions that many sellers underestimate the long-term implications of selling to private equity — from loss of control to cultural shifts in the organization.

They also discuss why so many M&A deals underperform or fail to deliver on their projected synergies. Miscommunication between buyers and sellers, unrealistic valuations, and differing definitions of success often lead to disappointment or even litigation. Nella emphasizes the importance of understanding key contractual elements such as non-competes, earn-out clauses, and payment contingencies — and how they can become major pitfalls if not carefully negotiated.

In one particularly insightful segment, Nella describes how non-compete agreements can unfairly bind small business owners, while private equity firms often face no reciprocal restrictions. She warns sellers to be vigilant and realistic about the legal and financial leverage they bring to the table.

Darshan and Nella close the discussion by reflecting on the emotional side of these deals — the excitement of potential growth, the fear of loss, and the difficulty of maintaining balance when passion meets financial pressure. Both agree that while private equity brings valuable resources and structure, small business owners must enter negotiations with clear goals, legal protection, and a firm understanding of what success truly means for them.

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