Podcast Summary

Podcast: The Path to Exit
Episode: 34 | Assembling Your Software M&A Dream Team
Date: November 18, 2025
Host: Mike Lyon (Vista Point Advisors)
Guest: Mike Greco (Vista Point Advisors)

Episode Overview

In this episode, host Mike Lyon and guest Mike Greco break down the essential components of assembling a strong transaction team (“dream team”) as a founder prepares to sell a software business or raise capital. They discuss the sequencing of hires, criteria for selecting each advisor, potential pitfalls, and strategic advice for maximizing transaction value. The conversation draws on real-world experience with SaaS and founder-led businesses, focusing on optimizing deal outcomes while mitigating common mistakes.

Key Discussion Points & Insights

1. Core Members of the M&A "Dream Team"

(00:52 – 01:19)

• Private Wealth Advisor
• Investment Banker
• Transaction Attorney
• CPA Firm
• Quality of Earnings (QoE) Provider (when needed)

As Mike Greco puts it:

“That’s kind of the four or five key areas of the deal team that will get you to the final line.” (01:10)

2. Private Wealth Advisor: Why Hire First?

(01:19 – 04:31)

• Engage Early: The private wealth advisor is critical for personal tax structure and optimizing consideration before any formal bidding occurs.
• Key Role: Helps navigate cost basis issues and estate planning.
• Avoid delays in structuring as “once you start collecting IOIs or bids from parties... it creates cost basis, which negates some of the benefits they can do.” (01:47)
• Look for Advisors With:
  • Experience working with founder-led SaaS businesses.
  • Deep QSBS (Qualified Small Business Stock) knowledge.
  • Access to strong trust & estate attorneys.
  • Proprietary investment funds access (optional, usually post-deal).
• Notable Quote:

“The earlier the better.” — Mike Greco (04:28)

Memorable Moment:
Mike Lyon emphasizes,

“There are some tax strategies where if you’re trying to pass money on to family members, maybe your children, or you’re thinking about charities long term, there’s some things that can be done particularly around like irrevocable trusts that can really help to minimize taxes at the time of the transaction.” (02:47)

3. Investment Banker: Sector Expertise and Alignment

(04:31 – 05:19)

• Deep SaaS Expertise Required:

“Deep sector expertise ... shouldn’t be a part of their portfolio. It should be all that they do.” — Mike Greco (04:42)

• Unconflicted Representation: Avoid firms with significant buy-side clients to prevent process conflicts.
• Check Size Alignment: Choose based on the size and scope of your transaction, not just enterprise value.

4. Transaction Attorney: Matching Buy-Side Firepower

(05:19 – 10:58)

• Specialist Required: Hire a lawyer with substantial M&A and SaaS experience; generalists or legacy company attorneys can hurt outcomes.
  • “The buy side ... have a really well-oiled machine … making sure we have the right legal team ... can go toe to toe with the other side is just crucial.” — Mike Greco (05:51)
• Bandwidth and Seniority: Ensure attorney fits the deal size and can dedicate senior attention.
• Tax Specialist In-House:

“I probably wouldn’t hire a firm that didn’t have an awesome tax specialist.” — Mike Lyon (08:08)

• Avoid Loyalty Traps: Sticking with a legacy lawyer lacking M&A expertise is a common and costly mistake.
• Responsiveness:

“M&A moves really fast and we’re just not going to be able to hear that a lawyer can’t do a call today ... They need to be super responsive.” (09:39)

• Conflict Checks: Make sure your counsel isn’t conflicted by representing potential buyers elsewhere.

5. CPA Firm: Integrating with the Team

(10:58 – 11:57)

• CPAs are typically less of a concern if already engaged, but ensure they can work at “deal pace.”
  • “CPAs aren’t used to working at deal pace so making sure they are a part of the process relatively early … is just something to keep in mind and front load.” — Mike Greco (11:29)
• May need to reassess CPA fit depending on complexity; often, the tax specialist attorney leads, and CPA executes.

6. Quality of Earnings (QoE) Provider: When to Engage

(11:57 – 14:04)

• Rarely Needed: Only in about 1 out of 10 or 20 cases.
  • “A lot of founders ... get a lot of feedback that you have to have a quality of earnings in all of this. That’s normally coming from a middle market investment bank...” — Mike Greco (12:23)
• Drawbacks: Costly in terms of both money and, more importantly, founder/executive bandwidth.
• Trust Your Banker: Let the investment banker decide if QoE is necessary to get through diligence.
  • “A good investment banker ... is going to be able to help you get through most of that diligence as opposed to having to hire a QofE.” (13:27)
• Alternatives: Buyers can conduct their own QoE outside exclusivity if there is any doubt.

Notable Quotes (with Timestamps & Speaker Attribution)

• “Getting these folks [private wealth advisors] involved early on helps you structure from a personal perspective what you ultimately want to get done.”
  — Mike Greco (01:53)
• “You want someone who has deep expertise in that [QSBS] because that's potential savings for a lot.”
  — Mike Lyon (03:38)
• “The more conflicted your banker is ... the less competitive the process will ultimately be.”
  — Mike Greco (04:56)
• “The biggest negative we see in terms of deal outcomes is [founders] stick with their current attorney who does not have a lot of M&A experience, who does not have a lot of SaaS experience... usually when lawyers get defensive, they start siloing information.”
  — Mike Lyon (09:24)
• “M&A moves really fast and ... [your lawyer] need[s] to be super responsive.”
  — Mike Lyon (09:39)
• “CPAs aren’t used to working at deal pace ... making sure they are a part of the process relatively early ... is just something to keep in mind.”
  — Mike Greco (11:29)
• “The biggest trade off... is bandwidth loss. So you know, we’re taking people who could be selling software or doing something else and having them focused on this quality of earnings.”
  — Mike Lyon (14:16)

Key Takeaways

(14:04 – 15:41)

• Hire early and prioritize sector-specific expertise.
• Don’t let loyalty to existing service providers undermine transaction quality; the buyer’s team is highly experienced and coordinated.
• Responsiveness and bandwidth are critical across all advisors.
• Only engage quality of earnings providers when absolutely necessary.
• Let your investment banker quarterback the team assembly and process.

Segment Timestamps Overview

• 00:52 – 01:19: Assembling the core M&A team
• 01:19 – 04:31: Role and selection of private wealth advisor
• 04:31 – 05:19: Choosing the right investment banker
• 05:19 – 10:58: How to select the ideal transaction attorney
• 10:58 – 11:57: CPA firm’s role and timing
• 11:57 – 14:04: When (and when not) to use a QoE provider
• 14:04 – 15:41: Final advice and summary points

This episode arms software founders with a clear, practical roadmap for assembling an M&A team that maximizes value and minimizes stress at every transaction stage.