MSP+ v. Bielanski: The Roll-Up Paperwork That Didn’t Match

The episode highlights the risk of documentation mismatches and liability transfer within MSP mergers and acquisitions, using the example of MSP+—a consultancy formed by the 2023 merger of five advisory firms. Unclear responsibility for a $700,000 SBA loan and conflicting financial representations during the merger process led to litigation, underscoring how misaligned documents can result in legal and financial exposure.

The central development is MSP+ suing its former CEO Adam Bielanski, his wife, and related companies, alleging misrepresented financials and inappropriate transfer of debt. Court documents reveal that while the merger agreement designated the loan as company debt, the actual borrower was not part of the merger, leading to stopped payments, a loan default, and both parties seeking damages and reimbursement in federal court.

Supporting cases include disputes over projected recurring revenue, disagreements on deferred pay, and claims of deleted or misused company data. Vendor program dependency also played a role: the end of ConnectWise Advantage eliminated a key revenue source, showing how third-party program changes can disrupt business plans and valuation.

For MSPs and IT leaders, the practical lesson is the need for precise, accurate documentation and clear agreements on debts, compensation, and asset transfers. Reliance on external programs for revenue and lack of solid data retention policies increase operational risk, making comprehensive documentation and governance essential to avoid similar disputes and liabilities.

00:00 MSP+ v. Bielanski: The Roll-Up Paperwork That Didn’t Match

05:22 The Complaint and the Countersuit

12:47 Why Do We Care?

Supported by:

Pax8
ScalePad

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