Commercial diligence asks whether the revenue will still be there in three years. It looks outward rather than at the accounts: at the market, at the competitors, at why customers buy from you and whether they would keep buying from somebody else.
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What it examines: the commercial due diligence checklist
Market size and direction, your position in it, the competitive set, pricing power, customer concentration and the reasons behind the last few wins and losses. Then the durability question: is the relationship with the company or with a person, is there a switching cost, and is the product or service differentiated in a way a customer would notice.
Customer calls
On larger deals the buyer's advisers ask to speak to customers, usually anonymised and late in the process, always with your consent. It is reasonable to insist this happens only after other conditions are satisfied, and to agree which customers and what they are told. Refusing entirely is a signal; controlling the sequence is normal.
Preparing for it
Have the revenue by customer over several years ready, with the story of any that left. Be honest about concentration rather than hoping it is not noticed. Where your differentiation is real, evidence it: win rates, retention, contract length, a reference. Where it is thin, say so and explain what the business does instead.
Questions people ask about commercial due diligence
Do buyers always run commercial diligence?
Fund buyers usually do on anything of size. Individual buyers and small strategic acquirers frequently do a lighter version themselves.
Can I refuse customer calls?
You can control when and which, and you should. Blanket refusal near the end of a process usually costs more than the risk it avoids.
What is the most common finding?
Concentration, followed by relationships that turn out to belong to the owner rather than to the company.