Customer due diligence in a deal

Customers whose loyalty attached to a named individual were the least durable after that person changed.

PS
AVP Marketing
Published Updated 5 min read
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Photograph August de Richelieu / Pexels
In short

Stated intention to continue overstates observed retention after close. Customers who name a specific person as their reason for staying are the least likely to remain — loyalty attached to an individual leaves with them.

What does customer due diligence mean?

In an M&A context, testing whether a target's revenue survives the transaction: satisfaction, contract durability, switching risk and whether the relationship is with the company or with a person. Two of those belong before an LOI is signed.

It is a different exercise from the anti-money-laundering process that shares the name, and the two get confused in search results and occasionally in scoping conversations.

The confusion has a practical cost. A buyer asking for customer due diligence in a process sometimes receives a compliance workstream, and a compliance team asked for it sometimes delivers a screening exercise. Naming the workstream by what it tests — revenue durability — rather than by its conventional label removes the ambiguity at the point where it matters, which is scoping.

How do you reach a target's customers?

Through channel participants, former employees and industry contacts rather than the target's reference list. A curated reference tells you what the seller wants heard; the wider market fills in the rest.

Where a process permits direct customer contact, it usually permits it late and under supervision, which limits what can be asked.

Timing shapes what the indirect route can reach. Early in a process, before anything is public, former employees and channel contacts speak freely because there is nothing to be discreet about. Once a transaction is known in the market the same people become careful, and the window in which the question is easy to ask closes without anyone announcing it.

What should you ask them?

What would have to happen for them to leave, and who they would call if the relationship changed. Both produce more predictive answers than satisfaction questions, which are almost universally positive before a close.

Asking what they have already evaluated is the third useful probe. A customer who has priced an alternative has already done the hard part of leaving, and can usually name who they priced it against.

One question to avoid is whether they are happy. It produces a positive answer almost regardless of the underlying relationship, because there is no cost to giving one and a small social cost to doing otherwise. Every useful question in this workstream asks about behavior — what they have done, what they would do, who they would call — rather than about sentiment.

Do customers say what they do?

Not reliably. Stated intention overstates observed retention consistently enough to be worth correcting for rather than treating as noise.

The interesting variable is what the loyalty attaches to. Where a customer names an individual as the reason they stay, that relationship is portable and frequently leaves — the mirror of what a win-loss interview finds on the way in.

The correction is to weight by attachment rather than to discount uniformly. A customer whose relationship runs through a process, an integration or a contract they cannot easily replace is a different risk from one whose relationship runs through a named individual, and averaging the two produces a retention assumption that describes neither.

What does concentration change?

It makes retention binary rather than a rate. With three customers there is no average to fall back on; there are three separate outcomes, each of which needs its own conversation.

It also correlates. Where the same market trend drives all three relationships, the outcomes are not independent and modeling them as such understates the risk.

Concentration also changes who you have to reach rather than only how you model it. Three separate conversations with three named accounts is a different recruitment problem from a sample across a long tail, and it usually requires routing through people who know those specific relationships rather than the market in general.

Frequently asked questions about customer due diligence

PS
Pratyush Sharma AVP Marketing · Nextyn

Pratyush leads marketing at Nextyn and works alongside the research desk on how primary evidence reaches the people who commission it. He writes on expert research methods, buyer behavior and how investment and strategy teams source what they cannot desk-research. More from Pratyush

Cite this article Nextyn Articles, “Customer due diligence in a deal”, Pratyush Sharma, 21 July 2026, updated 21 July 2026. https://www.nextyn.com/articles/customer-due-diligence-m-and-a

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