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.