EP 32 | Inside Due Diligence: Maximize Deal Value & Mitigate Risks

EP 32 | Inside Due Diligence: Maximize Deal Value & Mitigate Risks

In this episode of Merger She Wrote, Paloma Goggins, your host and the founder of Nocturnal Legal, is joined by paralegal Chesney Reeves to explain what due diligence is, how buyers review confidential information beyond the Letter of Intent, and how sellers can protect sensitive details by structuring disclosures in tranches tied to earnest deposits. The conversation covers how diligence is shared through cloud-based data rooms, why organizing contracts and records ahead of time prevents last-minute scrambling, and how slow responses can cause mistrust and deal fatigue.  For buyers, they outline key diligence buckets (financials, IP, employees/benefits, contracts, permits) and discuss assignment consent, disclosure thresholds for “material” contracts, and a real example where disorganized vehicle payoff letters created major closing complications. Chesney notes the risks of a bottleneck when only one person controls critical information.

EP 31 | Mastering Mergers: Employee Retention Tactics for Business Success

In this episode of Merger She Wrote, host Paloma Goggins and owner of Nocturnal Legal interviews business buyer David Hori about retaining employees during the M&A process and why people risk can make or break post-closing success. David explains that when leaders don’t communicate, employees fill the information gap with fear, so buyers and sellers should build transparency early and provide clear, positive framing around change and growth. Drawing on an integration where a 500-person company absorbed an 1,100-person division with 95% retention, he shares tactics like a welcome video from leadership on day one, pairing “culture ambassadors” with incoming employees, and avoiding early disruption to benefits. They also discuss starting integration planning before close, using stay-interview style conversations to map goals and engagement, and founder steps in 30 days: get advisors, document processes, keep revenue momentum, and begin trusting the team.

EP 30 | Asset Protection 101: Marrying Business with Estate Planning

In this episode of Merger She Wrote, host Paloma Goggins, owner of Nocturnal Legal, interviews asset-protection and estate-planning attorney Sherrie Prince about how entrepreneurs can align their business plans with their estate plans to “build a moat” around personal and company assets. Sherry explains that planning starts with the end goal—what retirement and an eventual exit look like—and should account for both external risks (like slip-and-fall claims that insurance may not fully cover) and internal risks such as employee disputes, partner conflicts, and divorce. Paloma and Scherrie discuss why operating agreements should be as protective as if partners were strangers, including community property concerns where a spouse may gain ownership rights. Scherrie also notes that tools like business trusts, holding companies, and entity structures are goal- and industry-dependent and should be coordinated with a “money team” of insurance, tax, and M&A professionals. Scherrie explains that she learned the importance of written agreements after starting a business at 21 without documents and unexpected obstacles along the way.

EP 29 | Ready to Sell? Your Business Valuation Says Otherwise

Paloma Goggins, host of Merger She Wrote and the owner of Nocturnal Legal, a business law firm serving buyers, sellers and business operators, interviews Wes Towers, a Melbourne-based digital agency owner, about getting a deep-dive business valuation and how it reshaped how he runs his company. Wes first became interested in sellable businesses after an early acquisition inquiry, but ultimately obtained a valuation due to a divorce separation; the results came in lower than expected and highlighted measurable drivers of value, including systems, founder dependency, recurring revenue, and perceived industry risk (especially AI). The conversation covers why valuations can differ by provider and context, how undocumented processes and lack of contingency planning create operational and exit risk, and why choices like avoiding long-term client contracts may reduce valuation but align with business values. Wes shares that tightening SOPs and streamlining operations led to his most profitable year yet and emphasizes improving brand presentation, databases, and systemization well before any sale.

EP 28 | Franchising Made Simple: How to Start, Grow & Sell Smart

In this episode of Merger She Wrote, host Paloma Goggins interviews franchise specialist Max Emma about what buyers and sellers should know before jumping into franchising. Max shares his path from immigrating to the U.S., building and losing a construction company in the recession, launching a nationwide bookkeeping firm, and ultimately franchising it—now described as the only bookkeeping franchise in the U.S.—plus creating a franchise brokerage to match candidates with hundreds of brands. They break down why franchising is capital-intensive, why franchise disclosure documents (FDDs) are complex and litigation risk is real, how territories and local presence affect success, and how wages and location can change unit economics. They also cover selling a franchise, including franchisor approval, lease complications, and why separate legal entities can help with exits and liability.