Almost everything written about commercial due diligence is written for the investor. If you run the business being assessed, the process can feel like an audit with an unclear pass mark, arriving at the worst possible moment. It is worth understanding what the exercise is actually for, because the teams that get the most out of it treat it as the first piece of work of the next chapter rather than the last hurdle of this one.
This is not an assessment of you. It is an assessment of the machine — and the reviewers expect to find gaps, because every business has them. What is being tested is whether the gaps are known, sized and fixable.
What it actually is
A GTM or commercial due diligence examines how the business wins, keeps and grows revenue. It looks at the proposition and whether the market still wants it, how demand is created, how interest converts to contract, whether customers stay and expand, and whether the whole thing runs on process and data rather than on a few people working extremely hard.
It is distinct from the financial work happening alongside it. The accountants are testing whether the numbers you reported are accurate. This exercise is testing whether the numbers in the plan are achievable, which is a question about capability rather than accounting.
It usually runs two to four weeks and involves a data request, analysis of your CRM and revenue data, interviews with your commercial team, and conversations with a number of your customers. It ends in a document that will be read by people deciding whether to invest and at what price.
What the reviewers are actually looking for
Less than most management teams fear, and different from what they expect. Nobody is looking for a perfect commercial function, because it does not exist in the mid-market. Four things carry disproportionate weight:
- Whether the number is repeatable. Not whether it was hit, but whether the same result could be produced again by the same process with different people. This is why questions keep returning to who closed what.
- Whether you know your own weaknesses. A team that names its three biggest commercial problems unprompted is read as credible. A team that presents everything as under control invites a search for what is not.
- Whether the data supports the story. Not whether the data is immaculate, but whether what the systems say is consistent with what the leadership says.
- Whether the plan is yours. A growth plan the management team can explain and believes in is worth considerably more than one assembled for the process.
Saying “we do not have that, and here is what we do instead” is stronger than producing something approximate. Reviewers are experienced enough to tell the difference, and gaps you volunteer read as self-awareness while gaps they discover read as risk.
How to prepare, in the fortnight before
Preparation is mostly about reducing friction, not about presenting better.
Find out who can export from your CRM
The opportunity-level export is the item that most often causes delay, and delay reads as evasion even when it is only capacity. Identify the person, confirm they can produce it, and do it before the request arrives.
Reconcile your own numbers first
Check that CRM revenue, finance revenue and the board pack agree. Where they do not, know why. Being able to explain a discrepancy is fine; discovering it live is not.
Write down your three biggest commercial problems
Agree them across the leadership team beforehand so the answers are consistent. This is the single highest-return hour of preparation available.
Brief your team honestly
Your sellers will be interviewed. Coached answers are transparent and damaging. Telling people to answer straightforwardly produces a far better outcome than telling them what to say.
Choose customer references carefully, but not defensively
Expect a request to speak to customers, possibly including ones who left. Refusing that access is itself a finding. Selecting only advocates is visible.
The four things that go badly
Observed repeatedly, and all avoidable.
- Treating it as a test to pass. The instinct to present strength suppresses exactly the information that makes a plan credible. Businesses that are open about problems are consistently assessed more favourably than businesses that are not.
- Routing everything through one person. A CRO who insists on being in every conversation slows the process and signals a lack of confidence in the team. It also means the reviewers never hear an unfiltered account.
- Producing bespoke analysis instead of raw data. A hand-built spreadsheet takes your team days and is trusted less than a system export that takes an hour. Send what the system produces.
- Going quiet. If something will take a week, say so on day one. Silence is interpreted, and rarely generously.
How to get something out of it
This is the part most management teams miss. A commercial diligence produces the most thorough external assessment of your revenue function you are ever likely to receive, paid for by someone else, conducted by people who have seen dozens of comparable businesses. That has value to you independent of the transaction.
Three things worth doing:
- Ask for the findings. Not every process shares them, but many will, and asking costs nothing. In our own work the assessment is designed to be handed to the management team, because a plan nobody in the business has seen is not a plan.
- Use the questions as a diagnostic. Note which ones you could not answer well. That list is a reasonable draft of your own commercial priorities for the next year, whatever happens with the deal.
- Push back where you disagree. Reviewers work fast on partial information and get things wrong. A specific, evidenced correction improves the output and demonstrates command of the business. It is expected rather than resented.
The best outcomes we see are the ones where the management team ends the process holding a plan they helped shape and actually intend to run. That is also, not coincidentally, what makes the plan worth anything to the investor.
Frequently asked questions
How long does a commercial due diligence take?
Typically two to four weeks from data request to findings, running alongside financial diligence rather than after it. Most of the demand on management time falls in the first week.
How much of my team's time will it take?
Expect several hours from the commercial leadership, an hour or so from each seller interviewed, and a concentrated effort from whoever produces the data exports. Preparing the CRM export in advance removes the largest single source of delay.
Will they speak to our customers?
Almost certainly, and it is reasonable to agree the list and the approach beforehand. Requests often include customers who have left, because those conversations are more diagnostic. Declining access is itself interpreted as a finding.
Do we get to see the report?
It depends on the investor and the provider. It is always worth asking. Where the intent is a plan the business will actually run, sharing the findings with management is the norm rather than the exception.
Ready to aim higher?
If you are preparing for a process and would rather understand your own commercial position before someone else assesses it, we run the same assessment for management teams directly.