Avoiding Diligence Nightmares: Pro Tips for Clean Exits with Dave DiGiacomo

What Founders Can Learn from Dave DiGiacomo on Building for Exit

Most founders don’t get a second chance at their first exit. Dave DiGiacomo wants to make sure they don’t need one.

A former founder turned legal advisor, Dave brings a rare dual perspective to mergers and acquisitions. After building and selling his own organic dog food company, he now leads middle-market M&A deals at Michael Best—working across sectors like consumer goods, cannabis, and manufacturing on transactions ranging from $10 million to over $300 million.

In this episode of Build a Business Worth Buying, Dave shares grounded insight for founders who want to exit well—not just profitably, but cleanly, calmly, and on their own terms.

What Dave DiGiacomo Wants Founders to Know

Dave’s message is clear: the best exits don’t happen by accident. They’re the result of years of quiet, thoughtful preparation. Here are key takeaways from our conversation:

Start early—years early

Founders often wait too long to involve legal and tax advisors. Dave recommends beginning serious planning 2–3 years ahead of a potential sale. Why? That’s the window where you can still make strategic moves: setting up the right entity structure, qualifying for QSBS/1202 stock, restructuring vendor relationships, or cleaning up risky contracts.

Waiting until a buyer is at the table puts you on defense—and often costs you more than you realize.

A clean business sustains LOI value

Buyers don’t look for reasons to increase an offer. They look for reasons to lower it. Dave has seen LOIs fall apart because of missing IP assignments, murky financials, problematic contracts, or unresolved employment risk. It’s not about being perfect—it’s about being prepared.

The strongest businesses present a tight, transparent story backed by systems, not guesswork.

Professionalization doesn’t kill culture

Many founders resist operational discipline out of fear it will “corporatize” their business. But structure isn’t the enemy of creativity—it’s what protects it. Dave explains how building scalable systems around finance, contracts, and compliance allows a founder’s values to endure, not erode, as the company grows.

A professionalized business is one that can grow without the founder holding everything together.

Exit readiness isn’t just operational—it’s personal

Legal structures matter. So do estate plans, trust strategies, and personal financial goals. But beyond that, Dave reminds us: founders bring emotional complexity into a deal. Burnout, identity, and fear of change all shape how a transaction unfolds.

Being clear on what you want—and what you’re willing to walk away from—is part of preparing for exit.

Why This Matters for Scaling Founders

Whether you’re planning to sell in two years or five, the habits you build today will show up in the diligence process. Clean financials, thoughtful contracts, operational systems, and tax strategy don’t just “support the business”—they protect its value.

Dave DiGiacomo’s approach is calm, strategic, and grounded in experience on both sides of the table. If you’re a founder, operator, or investor who wants to build a business worth buying—and selling—his perspective is worth your time.

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