Tom Wardell

How I Did It: I Bought a Failing Business and Turned it Around in 60 Days

“My partner and I bought a software business and we took it apart. We were set out to turn this warhorse into a systems house.”

“My partner and I bought a software business and we took it apart. We were set out to turn this warhorse into a systems house.”

In this episode, Trusted Counsel’s Evelyn Ashley and John Monahon speak to Senior Counsel, Tom Wardell who joined the firm in early 2018. If you missed the press release on Tom’s joining Trusted Counsel, you can read it here. Additionally, Tom was president and CEO of Versyss from 1988 to 1993. Versyss was a provider of computer systems for small businesses and based in Boston and Los Angeles. It was the largest provider in the United States for the physician practice and credit union industries and one of the top-three providers for the construction and building-supply industry. Tom’s experience with buying and selling Versyss gives him unique insight and practical understanding of our clients’ businesses and the operating problems and issues they face. We’re pleased to share with you our in-depth interview with Tom Wardell.

According to Tom, he and his business partner David knew what they were getting into when they bought Versyss. They had a good sense of where the mistakes were and what the problems were. Upon takeover, they immediately set out to get rid of expensive R&D projects. Next, they tightened operations which meant eliminated various projects and there were necessary layoffs. Lastly, they decided to set the foundation for a larger concept that entailed positioning the company as a “systems integrator.” They managed to turn the business around in 60 days in terms of having it run in the black, and therefore, generating cash that they could use for operations.

Absolutely critical during the process was having a strong executive team. Tom said “You wind up needing people who first of all buy into your vision. Secondly, you need to know how to assign responsibility and hold people accountable without pushing or scaring them.” The business success can also be contributed to managers who created a strong team.

Tom ultimately sold the business because a true systems integration business required an engineering/programming creating thinking group that was different than what the company was at the time. Secondly, his business partner became very unwell.  Based on his partner’s illness, Tom thought it best to sell the business instead of continuing this entrepreneur undertaking.      

During the course of the podcast, CEOs, business owners, and C-level executives will learn:

  • The biggest challenges Tom faced when he bought the business

  • What prompted him to start wearing bow ties (it started when he bought the business!)

  • How he got the business out of the black in 60 days

  • Advice for CEOs or first-time entrepreneurs looking to sell a business

To learn more about the steps that you should be taking inside your business now to make it more attractive for a successful sale visit our dedicated website Also, be sure to check out our new e-book titled Prepping the Princess: Is Your Business Ready to Sell? Download the e-book here. The e-book is compiled of a collection of conversations recorded over the course of 2018 as a podcast series on our podcast show called “In Process: Conversations About Business in the 21st Century.” The show is hosted by Evelyn Ashley and John Monahon of Trusted Counsel. The e-book is designed to give the enterprising business owner an idea of how to prepare for an exit, even if that transaction is years away from fruition.

Don’t miss a single episode of our podcast show. Subscribe to our show “In Process Podcast” on iTunes and now on Google Play to receive this episode as well as future episodes to your smartphone.

Prepping the Princess for the Party: Is Your Business Ready to Sell? Part Two

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Don’t Wait!  Get Your Legal House in Order Now

This week on “In Process: Conversations about Business in the 21st Century,” Trusted Counsel continues with the next podcast in the series dedicated to the topic of preparing your business for sale. This series leads up to the physical event the firm is hosting at 5:30 p.m., on Thursday, Apr. 19, 2018, in Atlanta titled, "Prepping the Princess for the Party: Is Your Business Ready to Sell?"  

Many business owners who have sold a company generally agree that it’s a fairly stressful experience for anyone who's not been through the process before. Sellers typically don't really understand all the complexities, how long it can take, and what actually is involved. While they’re thankful when it gets closed, most sellers don’t relish the overall experience. However, sellers who can get their legal house in order now with the help of good professional support will find the sale process much easier to navigate.

In the second installment of the six-part podcast series, show hosts Evelyn Ashley and John Monahon go inside the firm to speak with two of Trusted Counsel’s law partners, Allen Bradley and Tom Wardell, about the legal side of selling a business―from before a buyer knocks on your door until the final distribution from the sale is made.

“A large issue for a seller is recognizing capital income rather than ordinary income,” said Allen. “Often, when the purchasing price is tied to an earn-out, there can be ordinary income issues. Today there's a 20-point spread in the two tax regimes, so capital gain is very important.”

Unfortunately, sellers often wait to bring in legal counsel once they’ve already gotten a Letter of Intent. That’s a big mistake. Sellers, especially first timers, can benefit greatly from having sound advice not only from the tax perspective but also from the legal side that can help determine the value of a business and identify strengths as well as weaknesses―because those are the things buyers usually focus on.

“There are some fundamental terms within a Letter of Intent,” said Tom. “Price is obviously one of them. Another is the nature of the transaction, for example, is it going to be structured as an asset sale or a stock sale? Will there be a continuation of management. If there are to be down-stream terms, then what are those terms? Sometimes you get further into things like expectations with respect to employment agreements. Usually a Letter of Intent will run two-three pages more or less.”

During the course of the podcast, entrepreneurs, business owners and C-level executives will learn about:

  • Often overlooked legal elements in the preparation process
  • What to expect during the actual negotiations
  • How contracts can be structured
  • The importance of network security and privacy to the sale
  • How and when to communicate customer information
  • Impact of employee incentive packages
  • The concept of escrow

Learn about the steps you can take to prepare your business for a sale now or for the future by streaming the conversation in its entirety in the player below, or download it to your mobile device via iTunes. Don’t miss a single episode, subscribe to our show “In Process Podcast” on iTunes to receive this episode as well as future episodes to your smartphone.

“Prepping the Princess” is an invitation-only event for C-level executives and business owners. The event will provide substantive information on the key elements, which most every business should possess, to make it an attractive participant at the sale dance. For more information on the event and to request an invitation, please go to

      Legal Industry Veteran Thomas Wardell Joins Trusted Counsel


      Today, we’re very excited to announce that Trusted Counsel is expanding its team of seasoned lawyers with the addition of Thomas Wardell.

      As a respected legal expert with more than 40 years of corporate counseling, Tom joins the firm as Senior Counsel to provide our clients with his extensive transactional experience and unparalleled expertise in public securities and corporate governance. Additionally, he will be involved in the training and mentoring of new attorneys, sharing his extensive experience, but also his experiences as the CEO of a $250-million computer systems company from which he exited after leading its expansion and sale.       

      We see the addition of Tom as a significant piece of the puzzle in the growth of services provided by Trusted Counsel. In early 2017, Trusted Counsel combined with Siavage Law Group, founded by Mike Siavage who has an exceptional start-up practice. Now, Tom is bringing his public securities and corporate governance practice, as well as his transactional and operating experience. We see this piece giving us that additional platform to provide not only expanded expertise and service to our clients, but also helping to instill the professionalism, mentorship and knowledge that our young lawyers can benefit from in terms of their career growth.  

      Tom’s extensive corporate counseling background includes corporate finance and securities; mergers and acquisitions; and corporate reorganizations and restructurings. He has represented public and private companies across a broad spectrum of industries, and has counseled companies on compliance and governance matters, including investigations both internal and with regulatory implications. From 1988 to 1993, Tom was CEO of Versyss, a provider of computer systems for small businesses. He also served as an adjunct professor at Boston University School of Management and a guest lecturer at Harvard Business School. He is a Vice Chair of the Atlanta Symphony Orchestra. He has been recognized with numerous accolades for his advisory services and promotion of diversity in the legal profession.   

      “Trusted Counsel is the niche firm that every company that is past liftoff―and can see its future―wants,” said Tom. “The firm knows how to help its clients get to yet another level in terms of revenue, size, reach, and markets. I expect to add my skills and experience, especially from the operating side, to help make that happen. Additionally, I enjoy working with and mentoring young lawyers so I look forward to sharing my ‘battle scars’ with the team.” 

      Please join us in welcoming Tom to the Trusted Counsel team!