Fullerly

Fullerly Board · a saved meeting

Sit in on a saved meeting.

One saved meeting, start to finish. Watch the votes land, the cross-examination bite and the Chair rule.

  • A saved meeting, unedited
  • Simulated board
  • Schools of thought from the public record
  • Not advice

Each seat is a labelled simulation of a way of reasoning, drawn from the public record of several operators. No seat is any one person, and none of them took part. Real quotes appear only in the boxes marked "From the public record", attributed and dated, kept apart from the simulation. Fullerly Board is in private testing.

Step 1 · The decision brief

A larger competitor offers to buy us for 3x annual revenue, all cash, closing in 60 days. Alternatively we raise 5 million dollars and go after a national rollout ourselves. Sell, raise, or neither?

The options

  • A: sell now.
  • B: raise and roll out nationally.
  • C: decline both and keep compounding profitably.

Constraints

Profitable, growing about 30% a year. The founders own 100%. The buyer wants a two-year earn-out for the founders.

Step 2 · Opening round

Five seats vote and make their case.

Each seat argues independently: it votes GO, KILL or RESHAPE, makes its case, then puts one question to the owner and proposes a 30-day test.

The Compounder

A school of thought, drawn from the public record of Warren Buffett, Charlie Munger, Mark Leonard, John Malone

KILL

The question this school always asksWhat is it worth, and what does it compound into over 20 years?

Kill both the sale and the raise, because a profitable business growing 30% a year on its own cash is the asset everyone else is trying to buy, and neither offer pays you enough to give it up.

At 30% growth, revenue roughly triples in about four years, so a 3x revenue offer with a two-year earn-out is mostly a price for your own next few years of work, paid partly in money the buyer controls.

Start with what it is worth and what it compounds into. A small business that grows fast, throws off cash and needs almost no new capital is the See's Candies pattern, and the usual mistake is selling it at a price set by today's numbers. Look at the earn-out closely. Once the buyer owns the pricing, the roadmap and the sales team, they also own whether you hit the target, so the honest price is the cash at closing and nothing more. The raise has the opposite problem. Selling equity in a wonderful business to fund a national story swaps a sure compounder for a bet, and the founders' 100% is the cheapest capital they will ever have. The fact that a larger competitor wants you is useful information. It tells you the moat is real. My school's known flaw is sitting out a real shift because the numbers look expensive, so if national scale is truly winner-take-all, test it with your own profits before you pay a stranger for it.

The question you must answer

How much of this year's profit can you put back into growth at returns of 30% or more without outside money, and what is the buyer's price with no earn-out, all cash at close?

The 30-day test

On Monday, ask the buyer for a clean all-cash number with no earn-out. At the same time, fund one push into a new region from your own profits and track signed clinics, cost to acquire each one, and months to payback by day 30.

Simulated seat. The words above are generated and speak for no one named here.

The Visionary Bettor

A school of thought, drawn from the public record of Masayoshi Son, Peter Thiel, Sam Altman

GO

The question this school always asksWhat is the 10-year bet, and what would make it a monopoly?

A larger competitor offering cash in 60 days tells you they believe this market is worth owning, so the 10-year bet is to own it yourselves, not to rent your future to them for two years of earn-out.

The buyer is not paying 3x revenue for your current revenue; they are paying to remove the one company that could become the default system for physiotherapy clinics before anyone else does.

The core question is what the 10-year bet is and what would make it a monopoly. A sensible generalist sees a fair multiple for a six-person shop and a safe exit. This school sees a buyer who has done the maths on your curve and decided you are cheaper to own than to beat. That is a signal, not a compliment. Thirty percent growth, profitable, founders at 100% is the rarest starting position in venture: you can raise on your terms, without a gun to your head. The trap is spending the $5 million copying the same product into more postcodes, which is the weak form of ambition. The monopoly is depth. Scheduling is the wedge into everything a clinic does daily, and whoever holds that calendar for most clinics in the country owns the layer everything else plugs into. Raise equity, not debt; leverage has hurt this school before, and survivorship bias means you only hear about the raises that paid. If national clinics won't switch, this whole case dies, which is exactly why you test before you sign anything.

The question you must answer

What do you know about how physio clinics run that the buyer does not, and that you could build in the next two years and they could not copy?

The 30-day test

On Monday, pick one region where you have no clinics, contact 50 clinics there with your current product and pitch, and count paid sign-ups by day 30; if your close rate there is close to your home market's, the national bet is real and you raise; if it collapses, the moat is local and the buyer's cheque deserves a serious second look.

Simulated seat. The words above are generated and speak for no one named here.

The Contrarian

A school of thought, drawn from the public record of Charlie Munger, Peter Thiel, Alex Karp, Kazuo Inamori

KILL

The question this school always asksWhat is everyone here getting wrong?

Kill both the sale and the raise, because the offer is a signal of what you own, and each option sells that position at the wrong price.

The earn-out quietly turns "all cash in 60 days" into a price partly paid in your own future labour, measured by targets the buyer controls, which tells you the buyer's incentive is to pay as little of it as possible.

Start with the question nobody asks: why does a larger competitor want a six-person app with 140 clinics? Because you hold something in physio scheduling they cannot cheaply build. That is a small market you may already own, which is the strong position, not the weak one. Now look at the incentives. Once you sign, the buyer controls pricing, roadmap and headcount, and the earn-out depends on numbers they can bend. Any sensible acquirer will. So "3x all cash" is really a smaller cheque plus two years as employees, betting your own money on someone else's integrity. Option B is the opposite mistake. Taking 5 million dollars to go national ends 100% founder control and swaps a niche you dominate for a crowded fight with a better-funded rival, on terms you do not yet understand. The boring answer is the contrarian one here. Keep compounding inside the niche, keep the balance sheet clean, and treat this offer as a floor on your value, not a ceiling. Being different is not the same as being right, so test it before you trust it.

The question you must answer

If the earn-out paid nothing, would the guaranteed upfront cash alone be a price you would gladly accept?

The 30-day test

On Monday, ask the buyer in writing for the split between guaranteed cash at close and earn-out, plus the exact earn-out targets and who controls them. In parallel, phone your 20 longest-standing clinics and ask what they would do if you were acquired. If the guaranteed portion is small or the targets are vague, the sale is dead. If clinics say they would leave, you have learned why the buyer wants you, and what the niche is worth.

Simulated seat. The words above are generated and speak for no one named here.

The Customer-Obsessed Scaler

A school of thought, drawn from the public record of Jeff Bezos, Jack Ma, Bret Taylor

RESHAPE

The question this school always asksWhat does the customer get, and can you do it at 100x the volume?

Turn down the sale, but raise only after proving that a clinic can sign up and go live without one of your six people holding its hand; that proof flips this to GO on option B.

The real question is not sale price versus funding but whether clinic number 14,000 can get the same outcome as clinic number 140 without fourteen thousand phone calls.

A cash offer at 3x revenue is the buyer telling you what your next ten years are worth to them, and buyers do not pay full price for compounding. At 30% growth you more than double in three years without asking anyone's permission. But first, the question this school always asks: what does the physio clinic get? If the answer is a calendar, sell, because calendars are a commodity and the bigger rival will beat you on distribution. If the answer is fewer no-shows, fuller treatment rooms and a front desk that runs itself, then you hold clinic context a rival cannot buy, and that compounds. The national rollout succeeds or fails on one thing. Can a new clinic sign up, go live and pay without a human from your team? If six people are quietly hand-holding 140 clinics, five million dollars only buys a bigger version of that problem. This school tends to fund growth before the unit economics are proven, so I will say it plainly: prove the self-serve path, then raise hard. Meanwhile the earn-out means two years of building the buyer's roadmap instead of serving your clinics.

The question you must answer

What specific result does a clinic get from you that it would lose by switching to the buyer's product, and can you show that result in their own numbers?

The 30-day test

On Monday, choose 20 clinics that have never heard of you and send them a signup link with no sales call and no onboarding help. Track how many go live and pay within 30 days, how many support hours each one needs, and whether their no-show rate drops. If most go live with almost no support, raise. If they stall, you have learned what the money would really have to buy.

Simulated seat. The words above are generated and speak for no one named here.

The Customer

Composite stakeholder

RESHAPE

Both offers price your 140 clinics, and nobody has asked those clinics what they would do if either deal happened.

The buyer is paying for your customers' loyalty, and the earn-out makes you carry the risk of that loyalty breaking the moment the clinics hear they are being "integrated."

I am a clinic manager. I picked you because a small team answered the phone and the app fit how my physios actually book. The day I get the email saying a bigger competitor now owns you, I start asking the questions I fear most. Will I be migrated? Will the price change? Will my patient data move somewhere I did not agree to? If I already turned that competitor down once, I am now quietly shopping. That is your earn-out, founders. You will spend two years trying to keep me happy while someone else sets my price and roadmap. The cash headline is really a bet on my churn, and you would be making it with the least control you have ever had. The raise has the mirror problem. A clinic three states away does not compare you to your rivals. It compares you to the receptionist and the paper diary, and it asks who nearby already pays you. Money buys ads. It does not buy references. Find out what your clinics feel before you sell or scale them.

The question you must answer

If you told your ten most valuable clinics tomorrow that this competitor now owned you, how many would stay, and do you actually know?

The 30-day test

Starting Monday, call 15 clinics across your size bands. Ask two things without naming the buyer. First, "If we were acquired by a larger scheduling vendor and moved onto their platform, what would you do?" Second, "Would you introduce us to one clinic outside your area?" Count stay versus shop, and count actual introductions made within 30 days. Mostly shop means the earn-out is a trap. Few introductions means the rollout is premature.

Simulated seat. The words above are generated and speak for no one named here.

Step 3 · Cross-examination

Each seat takes on another.

Each seat cross-examines another seat's case. Then each one says whether it holds or changes its vote. In this meeting, no seat changed its vote.

  1. The Compounder questions The Visionary Bettor

    Seat B has the right read on the buyer and the wrong answer to it. Yes, the offer is a signal. Then the answer is to hand the founders 5 million dollars of someone else's money and call it ambition. A business that funds 30% growth from its own profits does not need a cheque. It needs time. Every dollar raised is paid for with equity in the best asset these founders will ever own, and the investor's clock starts setting the pace instead of the clinics'. This is the See's test: the wonderful business is the one that grows without asking for new capital. The depth strategy is sound. Fund it from cash flow, one feature at a time that clinics will pay more for, and keep 100% of the compounding. Monopoly stories paid for with outside money are how good small companies become mediocre big ones.

    Holds KILLbecause nothing argued here shows that outside capital earns more than the founders' own retained profits already do, though this seat owns its bias toward missing a real land grab if one appears.

  2. The Visionary Bettor questions The Compounder

    See's Candies works because nobody is coming for the candy. Here somebody just told you, with a cash offer, that they are. A larger competitor that wanted you and got refused does not go home. It builds the feature, discounts it into your prospects, or buys the next-best physio app and points its sales team at your clinics. Thirty percent a year on your own cash is a fine pace in a quiet market. In a contested one it is a head start with an expiry date. The 10-year question is who owns physio scheduling nationally, and "keep compounding" answers it by default in the buyer's favour. Fair, my school remembers the bets that paid. So raise on today's strength, keep founder control, and spend it owning the category first.

    Holds GObecause nothing in the KILL case explains how a six-person team holds its niche once a richer rival has decided the niche is worth owning.

  3. The Contrarian questions The Visionary Bettor

    Seat B votes GO on a national rollout, then warns that copying the product into more postcodes is the weak form of ambition. A national rollout is exactly that. If the real prize is depth inside each clinic, you don't need five million dollars and a cap table to get there. You need the next feature, paid for by the profits you already make. Invert it. How does this fail? Six people hire fast, burn the cash on sales in regions they do not understand, and growth slows. The investors now own a say, and the buyer who offered cash comes back at a lower price. "Could own the category" is how this school justifies any price. Name the secret. "Scheduling is a wedge" is not one; the bigger rival thinks it too.

    Holds KILLbecause Seat B's case for raising undercuts its own spending plan and does not explain why outside capital beats compounding from profits.

  4. The Customer-Obsessed Scaler questions The Compounder

    See's Candies works because nobody can copy a box of chocolates someone's grandmother loved. A scheduling app is not that. A larger competitor just told you, in writing, that they want this market. Decline them and they do not leave. They decide you are cheaper to beat than to buy, and they have more engineers than your six. Thirty percent on 140 clinics is lovely until the bigger player bundles scheduling for free. Ask what the customer gets in ten years: a clinic across the country that never hears of you. "Cheapest capital" protects today's margin at that clinic's expense. Yes, this school's bias is funding growth too early, which is exactly why the self-serve proof comes first. But standing still is also a bet, just a quieter one with worse odds.

    Holds RESHAPEbecause Seat A proves the sale is wrong but not that standing still beats a gated, proven raise.

  5. The Customer questions The Visionary Bettor

    You say scheduling is the wedge into everything a clinic does daily. Ask the clinic owner if they want that. They bought a calendar that stops no-shows, not a platform with ambitions. Every new module is a new thing for their front desk to learn, and every one makes leaving harder, which they will notice. Then there is the money. Five million dollars of someone else's cash comes with a clock on it. If the national push stalls, my vendor is suddenly cutting staff, chasing growth targets and raising my price. That is my worst fear: the tool my whole week runs on, owned by people in a hurry. A buyer sees a monopoly. I see a supplier that stopped being boring. Boring and still here next year is exactly what I am paying you for.

    Holds RESHAPEbecause nothing argued so far tells us what the 140 clinics would actually do under either deal, and that remains the missing fact.

Step 4 · The Chair's synthesis

RESHAPE

Decline the sale as structured and hold the raise until a 30-day test shows that clinics in a new region will sign up and go live without hand-holding.

Every seat agrees the earn-out is a price paid partly in your own labour against targets the buyer controls, so option A fails on its terms unless the guaranteed cash alone is enough. The Visionary Bettor and The Customer-Obsessed Scaler are right that a refused competitor will not go away, but no one has shown that new clinics will buy without a referral or support. That makes evidence, not capital, the next step.

The vote

VoteOpeningAfter cross-examination
GO11
KILL22
RESHAPE22

Where they agree

  • The buyer's interest proves you own something real in physio scheduling; treat the offer as a floor on your value, not a ceiling.
  • The earn-out shifts risk onto you while the buyer controls pricing, roadmap and the targets, so only the cash at close counts.
  • Depth inside each clinic, such as fewer no-shows and a front desk that runs itself, matters more than spreading the same product across more regions.

The live split

You must choose whether a competitor who now knows your value makes waiting the riskier bet, which argues for raising soon, or whether your profits can fund the fight at your own pace while you keep 100%.

The question only you can answer

If the earn-out paid nothing, would the guaranteed cash at close be a price you and your co-founders would gladly accept for the next ten years of this business?

Against your constraints: Option B ends the founders' 100% ownership and option A ties them to the buyer for two years, so only option C fully respects the current structure.

Step 5 · Next actions

Three things to do next.

  1. Pick one region with no clinics. Send 50 clinics there a self-serve signup link with no sales call and no onboarding help. Track paid sign-ups, support hours per clinic, cost to acquire and change in no-show rate. If the close rate is near your home market's with little support, prepare the raise. If it collapses, the moat is local.

    Owner: YouWhen: Day 30

  2. Ask the buyer in writing for the split between guaranteed cash at close and earn-out, the exact earn-out targets and who controls them, and a clean all-cash price with no earn-out.

    Owner: YouWhen: This week

  3. Call 15 existing clinics across size bands. Without naming the buyer, ask what they would do if you were acquired and moved onto a larger vendor's platform, and ask each for an introduction to one clinic outside their area. Count stay versus shop and the introductions actually made.

    Owner: YouWhen: This week

In the app, the meeting ends with you: you make the call in your own words, and it goes into a decision journal with a 90-day review date. This saved meeting stops before that step.

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