The marketing section your commercial due diligence checklist is missing
Most commercial due diligence checklists cover marketing in one line: review marketing materials and spend. This is the section you can paste in instead: 9 documents to request from the data room, 12 questions in 4 blocks, and what a reassuring answer looks like next to a concerning one.
The gap matters because commercial diligence tests whether the market is there. It rarely tests whether this company can reach it again next year without the founder making the introductions.
Key takeaways
- 9 documents give you most of the answers, and 4 are rarely requested.
- 12 questions in 4 blocks: demand source, message fit, what the systems prove, and spend and people.
- 3 things the data room cannot tell you, all of which need customer calls.
- Budget 2 weeks and someone senior who has run marketing at this company size.
- The section is worth adding even when nothing alarming comes back.
Marketing usually gets one line in the standard scope
Open a typical commercial due diligence scope and the marketing coverage runs to three lines: a review of marketing materials and brand assets, a summary of marketing spend by channel, and some commentary on digital presence.
All three are descriptive. None asks whether the demand repeats, which is the only marketing question that moves the model. That is how a target passes commercial diligence comfortably and still hands you a company where growth stops when the seller leaves.
The 9 documents to request from the data room
Documents 1 to 5 are standard and usually come back within a day. Documents 6 to 9 are the ones sellers hesitate over, and they hold the answers that change your view. Ask for all 9 in your first data room request, so the last 4 do not arrive later looking like an escalation.
1. Marketing spend by line item, last 24 months. The individual retainers, tools, events, and campaigns, rather than a total.
2. Website analytics access, read-only. 12 months minimum.
3. A CRM export of closed-won deals, last 24 months, with the source field if one exists.
4. Current sales materials. The deck, the one-pagers, the case studies.
5. Contracts with agencies, freelancers, and tools, including notice periods.
6. The top 20 customers by revenue, with how each was originally acquired. This one document answers more than the rest combined.
7. Lost-deal notes or a list of deals lost in the last 12 months, with the competitor where known.
8. Job descriptions, tenure, and notice periods for everyone in marketing.
9. Domain and account ownership. Who holds the registrar, ad accounts, and analytics. Founders often hold these personally.
Number 6 is the one to insist on. If nobody can reconstruct how the top 20 customers arrived, that is already a finding.
The 12 questions to ask before you trust the growth in the model
Put every question to someone at the company and write the answer down in their words. The two versions under each question are what a good answer and a worrying answer actually sound like, so you can mark each one as you go.
Where the demand actually comes from
- What share of closed-won revenue came from referral or the founder's network? Reassuring: under half, with a named second source. Concerning: most of it, with nobody able to say precisely how much.
- What share came from a channel the company runs itself? Reassuring: 12 months of consistent output behind it. Concerning: 1 good quarter, then silence.
- How many of the top 20 customers arrived the same way? Reassuring: a spread. Concerning: 15 of 20 through 1 route that is closing.
Whether the message still fits the customers being won
Does the website describe the customer the company closed last quarter? Reassuring: yes, in their language. Concerning: a smaller or different buyer, which means the product moved and the copy stayed put.
Do 3 people at the company give the same answer to who is this for? Reassuring: yes, roughly. Concerning: 3 different answers, which later shows up as a sales cycle nobody can shorten.
Is there any evidence the positioning came from customers? Reassuring: interview notes or a documented ICP. Concerning: a workshop output with no customer input, which the portfolio company positioning play covers fixing.
What the systems can actually prove
- Can the pipeline figure in the model be traced to the CRM? Reassuring: yes, with matching stage definitions. Concerning: the figure is rebuilt in a spreadsheet each month by 1 person.
- Do deal stages mean the same thing to everyone in sales? Reassuring: written definitions. Concerning: stages used differently by each rep, which makes conversion rates meaningless.
- What share of closed-won deals have a source recorded? Reassuring: most of them. Concerning: an empty field, which means attribution claims in the model are estimates. The GTM modernization after an acquisition sequence covers what rebuilding this involves.
What the spend buys, and who holds it together
Which spend lines can be tied to pipeline? Reassuring: the largest ones. Concerning: none of them, which is usually a saving rather than a problem.
What happens if the 1 or 2 marketing people leave? Reassuring: documented processes. Concerning: everything stops, which makes their notice periods a diligence item.
Who owns the domain and the ad accounts? Reassuring: the company. Concerning: the founder personally, which is a completion item.
3 things the data room cannot tell you, and how to get them
Documents show you what happened. You get these 3 answers only by speaking to the people who made the decision.
The first is why customers actually chose this company, because the stated reason in a case study and the real reason in a call are often different. The second is what the buyer nearly chose instead, which is almost never recorded and tells you what the company is genuinely competing against. The third is what triggered the purchase, the event that started the search, and that is the single most useful input for post-close content.
3 to 5 customer calls covers this, usually possible during exclusivity with the seller's cooperation. If calls are refused, note it and plan a fuller round after close.
2 weeks, one senior operator, and a costed list of findings
This needs somebody who has run marketing in a 40 to 200 person company. An analyst can gather the documents and will struggle to judge a concerning answer, because the judgement is the work.
Budget about 2 weeks alongside the rest of the workstream, which fits inside most exclusivity periods. What comes back is the completed checklist, the concerning answers flagged, and a costed view of fixing them.
What the marketing questions turned up in a 60-person Nordic software company
Take a newly acquired Nordic software company we work with: around 60 people, 600+ customers, two marketers, no CMO. Commercial diligence had been comfortable.
The marketing section surfaced 4 items. Document 6 showed that almost all of the top 20 customers arrived by word of mouth, with no second source behind them. The website described a smaller customer than the ones closing, so the message had drifted as the product moved upmarket. The CRM was still being chosen, which meant the pipeline figure could not be traced to anything. And the two marketers held most of the operational knowledge between them, undocumented.
None of the 4 changed the price. All of them went into the first 100 days with owners and a cost, which is covered in the 100-day marketing plan for a newly acquired company.
FAQ
Is marketing part of commercial due diligence?
Usually only as a single line covering materials and spend. A proper marketing section adds 9 document requests and 12 questions in 4 blocks: where demand comes from, whether the message still fits the customers being won, what the systems can prove, and what spend and people are doing. Each question needs a stated reassuring answer and a concerning one, so the finding is not left to interpretation.
Which data room document reveals the most about where revenue comes from?
The top 20 customers by revenue with how each one was originally acquired. It answers concentration, repeatability, and channel effectiveness in one place. If nobody at the company can reconstruct it, that is a finding on its own.
How long does the marketing section of commercial due diligence take?
About 2 weeks alongside the rest of commercial diligence, which fits inside most exclusivity periods. The document requests can go in with your first data room list, so nothing is added to the deal timeline.
What if the company you are buying will not let you speak to customers?
Note it, work from lost-deal notes and sales history instead, and plan a fuller round of interviews for the first month after close. A refusal is common during exclusivity and is rarely a signal in itself.
What does it cost to fix the marketing problems found in due diligence?
Less than deal teams expect. A message correction is a fixed piece of senior work, a systems rebuild runs inside the first quarter, and wasted spend is often a saving. What you should budget for marketing after an acquisition sets out the real numbers.
Add the 9 documents and 12 questions to your standard scope
Request the 9 documents with your first data room list, work the 12 questions during exclusivity, and fill the 3 gaps with a handful of customer calls. Most of what comes back is workable and costable. What matters is spotting the answers that mean growth walks out with the seller. No random acts of marketing.
If you want the checklist run on a live deal, that sits under the value-creation programme for portfolio companies.
When you are ready to add the marketing section to a deal in progress, book a strategy session. You will leave with a bird's-eye plan, whether or not we work together.
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