It’s governance.
Especially when you’re gearing up to sell the ship you’ve been steering for 7+ years.
Let me explain.
In M&A prep, founders fall into one of two camps:
1. Those with governance frameworks
(cool, collected, due-diligence-ready)
2. And those who “winged it” through scale and are now… well, quietly panicking
Let’s normalise this:
You can absolutely have a profitable, growing business and still be legally exposed.
In fact, most founders do.
Until about 12-18 months pre-exit.
Then things get serious.
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Here’s what cracks under pressure…
(and how to fix it):
• Board structure: looks legit on paper, but decisions aren’t minuted + authority lines are fuzzy
→ Create clarity: who approves what, how often + why it matters legally
• IP + team contracts: “we’re like family” is beautiful… until one leaves with your systems
→ Lock in your core assets. Define scope.
Register IP.
• Founder as single point of failure: you’re the brand, the client lead, the CFO + sometimes HR
→ Build redundancy. Governance protects your time + exit valuation
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Why does this matter?
Because 70-90% of M&A deals fail to meet their intended ROI post-acquisition.¹
And many of those failures start long before the term sheet, in messy governance, patchy legal and cultural misalignment.²
Want a real-life example?
🧨 AOL + Time Warner:
Headline success, back-end disaster.
Poor governance and no cultural due
diligence wiped billions.³
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Practical fix-it list for founders prepping for exit:
➤ Run a pre-exit legal audit
(cap table, contracts, compliance, IP)
➤ Start documenting decision-making
(even if it’s just you + your ops lead)
➤ Get board-ready, advisors count
(but governance is structure, not vibes)
➤ Don’t outsource to your lawyer last-minute.
Prep now!
➤ Governance ≠ bureaucracy. It’s your buffer.
Your calm in the storm.
⸻
Exits don’t fall apart at the table.
They fall apart when what’s underneath doesn’t match what you’re selling.
👉 If someone did due diligence on your business tomorrow… what would they find?
I’ve seen it all. Let’s fix it.
📩 DMs open if you’re in prep mode (or you’ve just realised you should be).
⸻
Sources (OSCOLA-style):
¹ KPMG, Unlocking Shareholder Value: The Keys to Success in M&A, KPMG International, 1999.
² PwC, Creating value beyond the deal: 2023 M&A Integration Report, PwC Global, 2023.
³ Yoffie D, The Rise and Fall of AOL Time Warner, Harvard Business Review, 2002.
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