Planning to Exit from Day One: Denise Nurse on Building a Sellable Business

Welcome to the podcast that’s dedicated to helping business owners to prepare for exit so that you can take the time to maximize your valuation and then get an exit on your terms. This is the Exit Insights podcast presented by Succession Plus. I’m Darryl Bates-Brownsword. And today I’ve got a wonderful guest. I’m joined by Denise Nurse who has actually been through an exit. She’s from the M &A world, got all sorts of, I guess, mixed backgrounds and a combination of everything. So this is gonna be one of those great conversations where I’m sure I’m gonna learn more than you guys out there listening today. So Denise, welcome. Thanks for joining me today.

Thank for having me, very happy to be here.

Excellent. So, I’d love if you can just give us a little bit of a background. Some of the listeners might be familiar with your name and your face if they’re watching on YouTube. So if you just set the scene for us so we know who you are and the background so that they know that this is going to be a fantastic episode for them to listen to.

No problem. Well, thank you, Darryl. As you’ve alluded to, some people may have seen my face or heard my voice because I’m actually a television presenter. I present a program called Escape to the Country on the BBC. I’m on Morning Live as a legal expert. And over the years, I’ve been a weather presenter as well on Sky News. So I’ve been around in the TV industry for about 20 years now. But before that and still, I am a lawyer. And through that world. I set up my own law firm in 2007 with my co -founder. We set up one of the first disruptive, distributed models for a law firm at that time, which meant that our lawyers all worked from home, they all worked remotely, and they worked for various in-house legal teams. And they worked as consultants, which was a very new model for the traditional legal industry back in 2007. That allowed us to work and grow our families and have other interests, like being a TV presenter at the same time as being practicing lawyers. And it helped to change the industry. It really was quite a wonderful time to be part of it. Now, so many more people are doing it. But at that time, we built and grew that business. It was called Halebury. And we ran it from 2007 and eventually sold and exited in 2018. We sold to a U.S. consultancy. I worked there for a couple of years as joint global head of resourcing because we were running this legal team and then exited there in 2020. And since then, I’ve been on other adventures.

Wonderful. and Hailbrry was the practice. And what areas of law did Hailberry specialize in, Denise?

Denise Nurse (10:04.892)
Well, I am, as you mentioned, a corporate and commercial lawyer by background. And my co -founder, Dr. Jambi Patel, was an employment lawyer by background. And we had both worked in the city in the same practice, which is how we’d met. So that’s when I’d done a lot of my M&A work, working for a London city practice, working, helping to exit businesses that were selling for anything from a few million to hundreds of millions. So a real big, wide spread.

Janvi had been working for global organisations as an employment lead. We had both then left and worked as in -house lawyers. So I went to work for Sky Television and she went to work for Nortel Telecommunications. So we brought all of that experience and network into our firm and what we practiced in was employment law, corporate law, commercial law, and our main clients were in -house legal teams.

And if you’re not a lawyer out there and you’re thinking what’s an in-house legal team, it’s basically the lawyers that work in a business for the business. So rather than being in a separate practice, businesses will have teams of lawyers who work inside them for them. Around that same time, those teams were growing exponentially. And with that growth in their teams came gaps that they needed to fill. So we were supplying lawyers from city practices, so who were very respected, who could go in and fill those gaps in those teams and supply legal services, corporate commercial employment.

Okay. So a top -up sense. So a ready supply of lawyers to top up the gaps and overloads and what have you. And with a background in M&A, I guess some of the listeners might be thinking, well, if she had a background in M&A, when it comes to exiting her business, she pretty much knows what to do and probably didn’t need any help.

If only that were true. There’s a big difference between being a lawyer, practicing and advising. And this is actually one of the reasons I went in-house because when you’re advising, you are obviously looking at the law and you’re giving very tailored advice, but you’re not in it. It’s not your world. You just do that legal part of it. As the entrepreneur who’s exiting, you have all of it to deal with. And that is a whole different game. And, along with that comes the emotional part of exiting a business for yourself, for your co -founder, like I had one, for your family, your employees, your team. That’s something the lawyer’s not going to be dealing with normally. As well as all the process that you have to go through to get it over the line. It was like embarking on a marathon that you knew you had to finish and you had to get there.

Yeah, when I’m talking with entrepreneurs, like yourself, of which obviously you are, they say, it’s so different from the outside looking in from than it is from the inside looking out. And I go, well, what do you mean by that? And I go, well, look, before I started the business, I thought I pretty much knew everything there was about running a business. I held some fairly senior positions as an employee in other companies. I had high, high level, lots of responsibility, lots of budget, full scope to do a whole lot of things in the business. But when I started the business myself, just lived everything was a lot more intense. I just experienced everything a lot more intensely and, I lived it. And when it became my baby and where I had to fund it and put my house on the line. So at times some of them had to actually do that. They got every decision becomes a lot more intense. So, when I had that perspective from the outside looking in as an employee at a fairly senior employee, everything changed. And that’s something that you only experience once you’ve done it, once you’ve actually started the business yourself. So I appreciate you acknowledging and just sort of going, yeah.

Absolutely. And what I’ll say there is, I would, we were actually, what I would say is relatively junior in legal speak when we started the business. So I qualified as a lawyer in 2000 and we started the business in 2007. So that was seven years in practice, both city and then in-house. So I think I had a bit of blissful naivety as well,

It’s a good thing to start a business.

Which is good thing. I actually think that mix of, because one of the things you’re conditioned to do as a lawyer is to be risk averse. You’re there to catch all the risks for your client. You’re there to make sure nothing goes wrong. So you spend a lot of your time thinking about things that can go wrong, and trying to stop them from happening and protect your client. That’s what you’re paid to do, which doesn’t always sit well with becoming an entrepreneur, where, you know, then you read every book, it’s like, learn how to fail and fail, fail forward. And you’re like, what are you talking about? That is not how life works. We have to make sure we know what we’re doing exactly. And you learn very quickly, that’s not what’s going to happen. That mix of naivety, but having an eye to risk, I think, helped us a lot. What it meant was that when we set up, even though we naively just thought we want to set up our own law firm and do it our own way, we also knew that we had to protect the downside, as which I think Richard Branson, I read him say that somewhere, and I thought, I get that. So there are risks, you need to take them.

And you need to protect, you need to think about what you’re gonna do if it goes wrong and pulled some things in. So yes, there were months along the way where cashflow was tight and we looked at each other like, well, are we not getting paid this month? Or, you we’ve got to our employees. That’s number one, that’s fundamental. Got to pay the tax man. And then how do we cope? So we had to build in that resilience. We had to deal with things like, you know, not getting funding. We were two female founders, relatively junior, with this wacky idea of how to change an industry.

There were lots of moments where there were risks and you felt like, this should be easier. And it wasn’t. But putting certain things in place did help, I have to say. And I took that away from the M&A experience.

Yeah. I think that’s a common story from lot of founders. They say, if anyone told me just how hard it was going to be before I started, I probably wouldn’t have done it. So that naivety is a good thing to have. 

It’s like having children. It is. It’s like, you want it, it sounds great and it is great. And you’re going to have sleepless nights and you’re going to clean up a lot of poo. And sometimes they’re not going to like you and you’re not going to like it. And it’s the same with your business. Every day you’re like, what am I doing this for? just leave. I could do something else. My favorite one was, I could just go back to waitressing. That’s what I used to do when I was at university. so much easier. So you have these little things along the way, but

Yeah, the big picture was important for me and I’d always got into it wanting to know what it was like to exit.

So you went in thinking about exit.

Hmm, it’s something I really recommend now. I really do. Yeah.

Cause you’re coaching a lot of business owners now yourself, aren’t you? Yeah.

Yes, yeah. So trying to pass those skills on particularly to female founders.

Yeah, okay. So quick question. I want to come back to that one. So remind me if I don’t. But I wanted to ask before we get in, you touched on the business was legal consultants. And for those that are listening, just that that sounds like that’s a subtle point you’re making there. Can you just clarify what that means?

Yeah, absolutely. So the traditional legal practice, law practice, would have been a partnership. And it’s founded on the idea that lawyers are specialists in various areas. And to run a law firm or a practice of partners, think of it like a GP practice, you’re to have your corporate lawyer, employment lawyer, someone in all these different disciplines, and they come together, and then they build out this practice, and it’s a partnership model. So lawyers, many lawyers, solicitors I’m talking about now, not the bar, not barristers who wear the wigs, I’m talking about solicitors. So, loads of us go off and we join that sort of firm. If you don’t want to do that, your other option is to go and work for an organisation. So whether that’s working for a public body or a business, so you become an in-house lawyer, which is the other option. And there wasn’t much in the middle. But consultancy is this piece in the middle was where you’re an independent lawyer who can either support individual clients, like you would in a law practice, or go in support in -house lawyers and we called those consultants. And that there was so much snobbery in the law industry, legal industry. So, you know, being a partner in a top law firm, that’s top of the tree. you’ve made it, you’re, you know, you’ve really done well. Or being a general counsel of an in-house team, not bad either. Being a consultant, means something’s gone wrong in your career.

And what we were really passionate about was changing that narrative because so many amazing lawyers were leaving our profession because of various reasons, the structures, the systems were discounting lots of female lawyers, lots of lawyers with other responsibilities, lots of minority lawyers, and just others who were just falling out of the net who were excellent, who just wanted some more flexibility in the way that they practiced.

Yeah. And the traditional legal practice, I’m aware of another business that we’re doing some work with actually started their consulting business because of the pressure in traditional, let’s call it the legal industry. It’s not family friendly. It’s not lifestyle balance friendly. It’s just unrealistic, the pressures and just the work environment often.

Yeah, absolutely. Just honestly, I remember that was one of the most heartwarming parts of the job. For me, what we created was those one -to -ones. I always said our clients were the lawyers that came to join us first, were our clients, and then our traditional clients who we were serving with legal advice and then our team. And those lawyers, when they would come in, would be just amazing, but a little bit broken. Like, I love what I do. I just haven’t been able to do it and I can’t live my life like that anymore and we were providing a third way. I’m really pleased that now a lot of those big firms have their own consultancy practices, as you were saying, and have realised that they need some element of this if they’re going to retain talent.

They’re looking for balance. going back to, okay, so we want to explore the process. You mentioned that you started the business with a focus on exit. You wanted to have an exit plan. What did that exit plan, like how much meat did that exit plan have on at the beginning? Was it just an aspiration as a dream or how much work did you actually put in thought and effort did you put into actually having an exit plan at the beginning?

That’s a great question. I think the first thing is it chimes with, you know, the Stephen Covey, begin with the end in mind, which I didn’t know until after, until later. I was like, yeah, we did that. But it truly was when we decided to found this together. And I think it helped me that I had a co -founder. So there was someone I was having this conversation with. And so that’s why I really say have this conversation about what is it you’re building and why, and what do you want to do with it?

So for us, we were always like, we want to build something where we’ve got an option. We don’t know if we definitely want to exit. We might love it. But we wanted to make sure it didn’t rely on us. And what that meant for our planning was that it was built into the way we thought about things, like how am I building this system so that you don’t need me? How am I building that system so you don’t need me? Where am I the bottleneck in this process?

So, okay. So from right at the very beginning, you wanted to make sure you had a business that was exitable. My new word there, exitable. So in other words, that didn’t rely on you or your co -founder to actually be in any of those key roles, which actually creates a business that’s easier to run and more profitable and more enjoyable, but it’s really easy for us to talk about rather than just do because of those emotions.

The other thing, yeah, the other thing was to start thinking from the beginning, who could be our potential buyers. And it meant that there was always this other element. And I say this in retrospect, it sounds like we’d really planned it and thought about it. Now I look, now I look back just by having this mindset of how, you know, at some point we want to exit. It meant that as well as all the other conversations, there was always a conversation with that we didn’t really know where it was going to go, but their potentials out there in the industry. So wherever it was, talking to the big law firms and making sure we were on great terms with them, but not knowing where that was going to lead. And eventually it became some partnerships that we did. Just having an eye to being out there in the business world, rather than just being within our legal world, just thinking a bit bigger and differently and making that an important part of the way we operated and we networked.

Okay. So given that the business was actually a professional services business and professional services businesses often, you know, if I look at legal practices out there, the partners in the business are key in key roles. They are the highest producers, the highest. They sell at the highest rate, you know, and they’re still trading time for money. So the more more time spent on doing deliverable work or fee generating work better and the more revenue the business generates. How did you guys address that? If you got two founders in the business, you wanted to make it exitable. How did you address that in a service business?

Well, we were helped. So timing is also very important. So we set up our legal practice at the time that there had also been legislation to change the way that legal practices could be set up. So there something called the Legal Services Act, which meant you could have a corporate structure and you could, for the first time, have non -lawyer owners of a business, which meant it was possible for someone who wasn’t a lawyer to buy the business, which wouldn’t have been the case before.

So we set ourselves, our entity up as a corporate structure with a mind to creating a business that works the way I’d seen all these other businesses work in M&A. In my &A days, like, they have a structure. They have a CEO. They have a CFO. They have a head of finance, head of IT or whatever it is, head of HR. And they all have, I know, marketing, sales. They have sales directors. You know, it’s not just all in the partner. So all of those roles, we were like, we want to build something we can do this. So that was really important in terms of that structure and thinking ahead that those are the things we’re going to need to be building. It’s going to need to be a sales mechanism. And we just also, we deliberately called the film Halebury and not our own names, something as simple as that. Because we wanted it to sound like a standalone entity, not the Denise and Janvie practice that was related to us. So yeah, we were the number one sellers. That’s what we brought to the team. But as we evolved, and as we got to the point where we were like, actually, we want to exit. That’s when we really started to professionalise those elements. And that looked like hiring a sales director and then going through my process of sales, because we were the ones selling it with her in Manusiai over and over again, till we had a process. So I didn’t realise at that time I had a process. I was just like, I’m just good at selling, know, just doing my job. Yeah.

You’re just doing it intuitively.

I think this is what I do and we were trying to do it, but having a professional come in, sit with us, break it all down like this is what you’re doing, this is how you’re doing it. So we’re saying starting to create more of a sales process and a funnel that was more sophisticated and then to train other people to do it was an important component.

And so we had to unpack your head and then go, yeah, this is not just because Denise is really good at it. She’s been doing it a long time. So it feels it’s intuitive, but actually subconsciously she’s doing this, then she’s doing that. And that’s how she’s making that decision. And then she’s doing this and then she’s doing that. And so now you’ve, I’m guessing that you actually documented this as you unpacked it.

We documented the process and as I say, and then we’re able to teach others and allow them. So then you could build a team, you had a process. And this was for both sides. So this was for selling out to our clients, obviously you’re gonna pay us. But for us, as I say, it was quite crucial, the bringing in of the lawyers. How do you find these lawyers who are gonna wanna work this way, work at a certain level, be out there in the world, delivering your brand? So that was, that actually ended up being, I think, the fundamental piece of maximising our value because at the end of the day, we were a people business. So how do you turn the value of people into value? Like, you know, if they all go tomorrow when someone buys you, then what? So our process was the part, I think, that maximised the value, how we were able to bring them on board, attract them, retain them, get the most out of them.

Okay, so you had processes for bringing people into the business and people talk about playbooks now, but I’m guessing you just documented the process and as you said, you trained them. So processes for bringing people into the business, you had processes for sales and marketing for how that was done. What about the actual delivery of the work? Did you have any proprietary or IP based methodologies, you know, just going, here’s the way we do in -house lawyers for you so that you know when you buy from Hatt, when you buy from us, Halebury, that you get a certain process or methodology or was it just, hey, you get Denise and all of Denise’s experience.

Yeah, it was a lot of it at first was you get the lawyer and all of their experience. What what we differentiated ourselves with was not the legal skills, because the lawyer is going to be, you expect them to be able to deliver legal services like a doctor, you want them to have to treat the

That’s a given

Yeah, so that bit’s a given. So it was all the stuff around that. So our processes related to the way the lawyer engaged with the client, the way they engaged with the rest of their team the way we did reviews with them and the main client and stepped in to do that. The way we did handovers so that they could swap a lawyer in and out if they needed to so they were left with documentation and process for how things are done. weren’t reinventing the wheel and paying us to do the same job again and again and again. So it was kind of creating IP and handing in IP. And we realised all of that were the bits people were missing from their legal relationship. It’s been very transactional of you’ve asked for legal advice, here it is. It was all that other stuff that was unique to Halebury and our approach that we put in place that lawyers could go in knowing that they had that.

So the experience, you’re focusing on the experience that the customer got or the client got when working with you. And it was the experience that was repeatable and consistent. Exactly, brilliant. So therefore, if clients know they’re buying what they’re getting from the business, it makes the key individuals less of the focal point. And therefore, we can have more value in the brand.

Exactly. And so it was that mix. was you want the individual lawyers to have great relationships. And that, you know, that was important. But it was always on the basis that all of our lawyers provide this level of service and having all of this structure and process around it remains no matter who from our team comes in to work with you. So you’re building something together, which adds more value to the client at the end of the day.

So these things that you’re putting together and the recognition that you, I like you said, professionalise it, but you were unpacking your head and realise that you needed to document the way you did things and systemise is a word that’s often used, especially if you’ve a fan of Gerber’s work. So you had to systemise it. When it came to looking at the value of your business from a valuation perspective, did you have a formula in mind? Did you know what would increase the valuation of the business? Or were you just going, well, if we do all these things, it should all help.

We had our own experience from the &A and corporate world and we couldn’t figure out how it would apply to us. We thought, if we’re going to try and apply those principles to our business, we’re never getting out of here. Because what we had learned from the businesses we’d worked for in tech and various other industries was this multiple of EBITDA. So this multiple of your profit.

As a growing business with no external, so we weren’t a business that had gone through seed funding and had different rounds of investment, which is things I had done in M&A. I didn’t follow that experience. So there no other investors, was no structure ahead of time. So we were just working on a business where we would grow the revenue and then invest it back in by hiring more people, hiring more people to professionalise it, which meant, exactly, minimal profit, to be honest for a long time. And while our plan showed, at a certain point, we’d have all that base in place, and then everything from there would be a profit increase. On paper, we didn’t look that profitable. We paid ourselves well, we paid a team, and we kept growing. So our graph looked pretty, but our profit line looked like this. It just sat along the bone. So we had to, I, if I look back now, it really was a case of belief in the value that we were creating.

And then finding a mechanism that would demonstrate that value in a buyer who would buy into that value. But we just went out and got people to value us. We didn’t know where to start. So we kind of asked around and we got a couple of professional valuations where, so what they did was, you know, give you scenario A, B and C. So if we look at it like this, you’re worth nothing, know, finger in the pie and someone wonderful comes along who’s the unicorn who wants to buy exactly what you’re offering. Well, you could make that magic 10 times your revenue that you think you’re worth. And here’s in the middle, something which is probably realistic that someone would buy it for. What we weren’t was something that fitted into the way things were normally done. So we weren’t a traditional law firm. We weren’t looking for a management buyout. We weren’t looking for someone to come in and take over in that way. We were looking for someone or buyers who could see the strategic fit of what we created in the industry and how it would add on. So we eventually, we went from thinking perhaps recruitment agents would want to buy us because they ran a similar model, but we realised that their model meant they had no money to buy us to maybe a law firm.

So, Denise, if I can just jump in here, what I want the listeners to get from this part is that you’re thinking about who the potential acquirers were and you’re going, look, an MBO or this type of buyer exit approach would generate this type of valuation and strategic buyer who sees us for the value we’ve built and the plugin will create a high, it’ll be worth more to them. So you’re thinking strategically. Just for the listeners Can you give us a sense of the size of the business? What magnitude was the business at this stage?

So at this stage, we’re now at multiple million revenue. Our team, though, is quite small of our actual employees. So there were five of us, five, six when we eventually sold. And we had about, we fluctuated between about 60 to 80 lawyers, consultants, because obviously on a consultancy model, they can come, they can go. So we were managing a team of about that size.

Our revenue was growing through out when we sold we were at a run rate of about six million revenue.

OK. That’s helpful. Thanks.

Yeah. And so, as I said, in valuing, there were three things that happened. We went out to get some sort of documentation that would, again, professionalise this idea of valuation and give us some idea of what someone would pay for us potentially for our business.

We also were approached at that time by a couple of the big five accountancy practices who were modeling the legal market at that time. And the way we were meant that, when I say positioned, I mean the way we were out there in the market. So we were in legal publications, et cetera. So people were aware of us in this subset. And so they were putting together papers and looking at this part of the industry. And so they were giving us

You’re getting noticed.

Yeah, and we, they were giving us valuations of where we sit and who we’re sitting against and where our competitors are. So that was great external validation for us as well. And then we did our own work on what we, we wanted, what value meant for us. So what do we think it’s worth? Yeah. And I think that’s really important. Despite what anyone else says, what does it mean to me if someone makes me an offer? What’s the one that I’m going to go, Yep, we’re in? Or

So you had an aspirational number. Okay. Yeah we need to know our number. And it’s a bit like gambling, I guess you need to know when you’re in and when you’re out and you need to stick to your plan.

No too low. Yeah. you’re happy exactly yeah absolutely.

Okay, so you did some extra work and you’ve gone and maybe through some financial planning or what have you and understand what your requirements were, you are able to go that if someone makes an offer of this or above, we’re good to go. If not, it’s worth more to us to keep working it. But if it’s worth more to someone else, great. Well, they’ll quite happily transition. Okay, so people were coming to you though.

Applying valuations. What sort of valuation formula did it go for in the end? Was it a multiple of revenue or an EBITDA multiple?

It was, it was, interestingly, neither. It was a number.

Ok. Just we think it’s worth.

It wasn’t, yeah, it was a number. wasn’t a multiple in that way of, yeah, this is, they knew our numbers, they knew our story, they knew our forecast and what we needed to do to get there. And so we agreed on, we said what number we would like. And they said, well, it was a meet in the middle, but it was based on, we all agreed that if we tried to do EBITDA and pretend there was some formula, we were pretending.

Yep. So they offered a number. How many?

OK.

Yeah, it’s the number at the end of the day that counts, isn’t it? And how many serious bidders were there jostling or negotiating?

We had more than I was expecting. I didn’t know what to expect of this process for myself. And what we didn’t do was have a broker out there trying to sell us. So this became quite organic in a way. And so we had three or four serious bids, bits of interest with a couple where numbers were on the table.

And is that because you had built a profile, and I guess your media background helped to know how to raise the profile and awareness and exposure of the business and attracted people like you said, the big four coming who were doing some research. was a bit of timing in the marketplace, it was always help and a bit luck there sometimes comes our way. But the harder you work, the luckier you get.

Yeah. And I think I don’t want to underplay that we were two females, black and brown, doing this in the industry, which I choose to see as an advantage because we were willing to say that and put ourselves out there. And at first I wasn’t, I wasn’t willing to. was that whole, I’m a great lawyer. We should just be seen as great lawyers and it should all be a meritocracy. It’s not. We’re in the real world. It’s just not that way in the way people are looking at things and where they’re looking for value. And also, more importantly for us, we realised there aren’t that many women doing this, setting their firms up, trying to build them at a quite aggressive level.

So that got you noticed more.

We were willing to put ourselves out there and say this. So we championed women’s rights. We championed minority rights. We’re willing to speak on those issues as well. So we were very visible and willing to be vocal about that, as well as running a really great practice.

And now, even now, like coming in here, preparing, I was like, well, I feel like this is unusual, but I don’t know. And you probably have many more insights to this than I do, Darryl. But I was thinking, I was looking, was like, I could only find data saying that less than 1 % of all the exits are women-owned businesses, like wholly women -owned, which blows my mind. And I want that to be different. So yeah, it’s changing.

It’s changing, but historically, you know, the ownership ratios are changing as well, and that’s got to play through.

Ownership ratios are definitely changing. Now kind of successful exits, exits that are not, you’ve closed it or you’ve had to sell it because something’s happened, but you’ve intentionally gone out there. want to, it’s still a number I’d like to see rise, but we were willing to talk on those things.

For sure.

We were willing to be visible. And then we obviously were always running a great business as well.

Okay, so it’s not the hand you dealt, it’s how you play it. So you’re just playing to your strengths and you just go on, this is who we are, let’s leverage what we got.

Yes .Say who we are and be proud of who we are and not shy away from that.

Thanks a lot.

Okay, so. What happened, Denise, about as you went through the process, you’d done it with clients in the past and taken them through &A experiences. What did you learn? I’m really interested to know what you learned through the process. I guess starting the process with an expectation or an understanding of you thinking you knew the process. What did you learn that you didn’t actually expect of going through the process as the person in the thick of it this time around?

That’s a great question because what I knew for sure, having been an advisor, was how important it would be that due diligence process and how much value that can add as well. So that was really important. I think one of the main decisions, I remember Jambi and I having like a light bulb moment when we realised that we’d always done a lot of the legal work ourselves because we were lawyers.

And so we’d just done that and it kind of worked and it allowed us to grow quite quickly. However, we were now at a stage where we needed our own proper in -house lawyer. We’d used external advisors for bits of advice and it was like a light bulb moment. we need our own in-house lawyer to do this. This is not going to work if you and I try to do this ourselves. We’ll miss something, we’re tied. So that was a game changer getting our own version of what we supplied in for our business.

And she was phenomenal and really steered the shit in making sure every bit of documentation that was needed was done, was ordered, there was process. And so what I’d underestimated, I guess, was just how grueling all of that would be. We would do marathon sessions where we’d sit on a Zoom like this and we’d go, right, this spreadsheet today, and we’d work our way through. And I suppose what surprised me that even after all the effort we’d put into process, procedure, systems of things I’ve been talking about, just how much was still sitting in my head and Jambi’s head. And it was unbelievable. So was a really intense, grueling period of time. But it was, it was surprising to me just how much, as we went through everything, I’d be going, yes, that’s so -and -so. And, you’ll find that buried over there. did we never finish that? And there were so many of these little bits. I, I, if I did it again, I would make sure I had that in-house person to run it.

Yeah. So for the listeners, I think what you’re saying is you rehearsed, you practiced, you had someone come in and take you through the process who was on your team to do a dress rehearsal of the due diligence and unpick all the bits that were going to come up beforehand so that you’d be better prepared for the actual process and help evaluation.

Absolutely. You found all the contracts, you made sure they were all signed, you had an answer if they weren’t, you found every little bit of paper that was going to be a question for someone buying it. So there’ll be no gaps. It’s like selling your house. You don’t want to have to be worried that they’re going to come along and go, what’s that crack in the wall? You just get it fixed before they come to have a look.

So you did all your homework, all your preparation. You brought someone in who had an outside perspective who could challenge and not let you get away with things. Got everything exit ready. Then what happened with the deal? I’m really trying to look for your experience.

So yeah, the deal itself, yeah, the deal itself was we treated it like sort of a marathon, but with a time limit that one thing again, we knew as lawyers is that the time limit often moves, right? So people go, we’re gonna close by whatever date, 31st of December, New Year’s Eve. I don’t know why people do that, but we did it. We all do it because it’s like buying a house. We’re gonna be in by Christmas. It’ll be built by Christmas.

And you’ve seen the programs, you know, I’m a property show person, so I know, you know, this happens, that happens, it never happens. Well, we were like, this has to happen. We’ve seen it, so we know the things that go wrong. So it was telling our team in a way at the right time, so you could get the right support you needed in with the team as you were building all this, because it’s only so long you could go before you’re like, well, team, because we were a small team. This is our plan. This is what we’re doing. This is what you’re going to get out of it.  And having those trusted conversations so that they were fully on board and supporting us. Same with our family at home. That was a major one. So this might seem like a small thing, but again, for anyone who’s kind of running their family at the same time, it was saying to my husband, this is going to be grueling. Like I’m going into something where to maximise this value, I’ve got to get my head down and get this work done and push. So we need to get a housekeeper. I don’t just want a cleaner. I need someone who’s going to be in the house. Doing things, picking kids up from school, waking some dinner, you doing all those things. So strategically as a family, that team needed to be on, needed to be on board. Then with the other side, keeping up that relationship and being very transparent on communications, because that can go wrong, we knew. So every step of the way. And then we were a regulated entity. This was the trickiest bit for us, because it wasn’t just a sale. It was, we had to be approved by our regulator for this sale to happen.

So the whole thing was also contingent on this outside body saying yes or no and their timings. And that’s where our expertise came in because we knew the regulator. We kept up good conversations with them over the years. We brought in an expert to help with that as well because we knew how difficult that could be. So we wanted someone who had a good knowledge of what they’re going to ask, what you need to have provided, how you need to word it to make sure you get the yes you need at the right time. Because those are the things that you can trip you up and put things back. And then we just pushed really, really hard. was a grueling, grueling period, but we managed to close the week before Christmas.

And so the week before Christmas, as you say, deadlines are good for these things because they bring everything to a head. But from the first offer to close, what a time frame are we talking about?

It was about 10 months.

Ten months, okay, so a year-ish is common for listeners to hear. And given you’ve done all this prep, so I’m guessing that all the prep work you’ve done, you’ve brought in experts who can take you through and hold your hand and guide you through the process, you know, make sure that it was less than a year rather than longer than a year. With all that help, were there any more gotchas that still sort of come out of the blue?

I think the number one thing, and I don’t know how I would make this any different, is what happens afterwards. Because it was such a push. But we were doing an earn-out, so it wasn’t like, thank you, goodbye. It was, thank you, Day 2, I’m your employee! And I have a new role! And new systems and new teams. Yeah, no long, all of those things. And we kind of, not kind of, we knew it was coming. And we were preparing for that at the same time. And as you get closer to the end, that bit starts to ramp up. And I think having to have an eye on that next step, what your employment contract is going to look like, like getting your head back into that sort of game, like, what are the details in here of how that’s going to work was really important. What the goals are going to be and how much remit you’re going to have, et cetera. That transition was a bit bumpy. And I don’t know how didn’t think I had any more hours in the day to have made it any better. So that was an element, I think, of risk that you have to take, like how is it going to be? But was definitely, there was no time for the relief of getting it all done. It wasn’t much time. It like a week and then starting again.

Okay, so the reason that had to work in earn out, is that because you guys were significant producers or revenue generators for your earners, I think is the legal term.

Yeah, to be honest. To maximise the value from our business, given what I said to you, which is we didn’t have a solid, it’s this time’s profit or valuation kind of structure. To maximise that value, we agreed that what you wanted was to keep the business producing and at the level that we’d kept it at. Plus, they needed integration with what they already had. And that was part of the expertise we had of our system and that integration piece, there was value in that. So was business and there was bit of value in what we could provide. So we were very confident that we could do that. So we set a time limit on that as well, like, which was, wasn’t a time limit, it was a target limit of, target of combine them, grow revenue, hit a certain amount and you’ll get the rest of the kind of value. So that was the plan and that’s what we did.

We went in and we got to work again, integrating teams, restructuring. We went from being a UK -based practice to running their US operations, setting up in Australia for them, and managing a team in Hong Kong. So was major learning and really exciting for us. And over the course of 18 months, we created all of that and doubled revenue and then decided we really did need a break.

Wonderful. So there we go. It is possible that an earn-out can go to plan and that it can be completed and it all work out. Have you got any tips for how to complete an earn-out?

Yeah, I have a very important tip, and this comes about, I credit this to our legal background. We were very precise about the contingencies of that earn out and how those mechanics were going to work. We knew that the gray areas would be the area that would, you know, mean it never comes through. So it was very specific, not just the number, but what that number would be based on which documents, which reporting data, where the data would be coming from to prove it and what that would look like and who needed to sign off on it to make sure it happened at the right time. So had the board approval ahead of time, all these little things. So we really thought meticulously about what could make this not happen. And let’s solve for it now before the deal was signed. And then that meant the only thing that was contingent was our ability to do what we said we could do. And we know we can sell.

And we knew that we had a great team with us. Being, having enough control to keep our team was, was a really important factor for us. So, you know, I know that that can be something that doesn’t always go well, but I think the more, don’t forget that piece. Like, we can get really caught up in the, this is wonderful, and I’ll just hang out for three years, and then there’s the rest of the payout. For us, the other thing I would say is we weighted it so that actually the majority of it was paid on signing.

So we had received, if it all went really badly, we wouldn’t quite have got what we wanted, but I wouldn’t have felt so bad. So there was a bit more and that was rest of it. So wait it that way, don’t do it the other way where you’re working to get that next bit.

Yes, so many owners end up with an earn out where they’ll get a little bit upfront and that’s all they end up with because as you say, the terms of the earn out are a bit rubbery, bit grey, woolly and therefore it never works out in their favour.

Yeah, exactly. So really push for that upfront number to be closer to what you want.

And how you have control over it as well. Brilliant. Okay, so what are you doing now, Denise? Because that was all a few years ago.

Yeah, I know! 6 years ago now, wow. So, so now I am a Business Coach, a Business and Life Coach. One of the things that I did in Halebury, we did, was focus on the business and the life of our team. And I think that was one of the unique ways we did team management for our lawyers, the consultants and our employees. It was always about, How does this holistically work for you? And so that’s something really important to me when I’m working with businesses now particularly female-owned businesses. There’s a lot of reticence still about not wanting to go back into a corporate structure and set up a business that’s going to feel like a corporate structure that they’ve come out from and had burnout. And so I want to kind of work with them to dispel all of that, help them create businesses they’re proud of, that feel good, and that they can exit if they want to at some point. So that’s like my passion business. And I’ve returned to TV. So while I was running that business,

I stopped working on TV for nine years and I also had my son and became a step-mom, so raised a family all through those crazy years. And now everything’s grown up. The business grew up. The elder two are in their twenties. The youngest is 11. So for the last two years, I am back on our screens on Escape to the Country on Morning Live and building out more programs and programming, which watch this space. Over the next couple of years, you should see more.

Wonderful. Denise, look, I really appreciate you sharing your insights with us. If I can just finish on one last question just to pull it all together for us. that we’ve covered a lot of ground. We’ve gone a lot longer than we normally do. But I think it’s been value packed. The final question, if you like, is pulling it all together. What’s what’s the most important message you’d love listeners to take away from our conversation today?

The thing I would like everyone to really take away is that it is worth really setting a big goal because it is possible. It really is. It’s not just a trite thing. Put it out there so that then you’re working towards it. So we had our numbers and I had the goal of wanting an exit and then everything you’re doing is towards that big goal. If you try and scale yourself down because you think it’s achievable then you’ve limited yourself. So put that big goal in there and then stretch yourself towards getting it and bring in the experts. Really do. It helps. As you’ve probably heard throughout this, the one thing I learned from being a lawyer and watching multiple &A deals go through, the successful ones, they had teams that were helping them. The unsuccessful ones, they had one or two, three owners who were just fighting amongst themselves trying to work it out. So, get that good team in place and it will be a game changer.

Denise Nurse, thanks for sharing your exit insights with us today.

Darryl, thank you for having me. It’s been super fun.

About Denise Nurse 

Chief Success Officer of DBN Enterprises, she created the Realise Your Value programme teaching business owners to uncover untapped potential and increase their value.

She combines her over 20 years’ experience in commercial law and entrepreneurship with new thinking for old problems.

She co-founded Halebury in 2007, a flexible law firm pioneering remote working for lawyers. The innovative business model helped change the legal industry and birth a new category of law firm — The Flex model. She successfully exited the business in 2018 and as co-Global Head of Flex Resourcing, doubled the business turnover and expanded the service internationally.

As a TV presenter, she hosts Escape to the Country on BBC1, provides legal advice on Morning Live, and produces new formats through her company.

Denise is an award-winning entrepreneur and equity champion. She is co-founder of Black Founders Hub, creating 1,000 Black 7-figure businesses, and Support SEND Kids, making access to education rights easier for SEND families. She loves to dance and is a trustee of One Dance UK.

Helping impact-driven leaders to love their lives and change the world lights her fire.

A few of her favourite things: sunsets, Marvin Gaye, and her family.

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