Anchored to UK statute. Last verified 21 June 2026. View source-of-record.

maduediligencechecklist.co.uk

The UK M&A Due Diligence Checklist

Schedule

IV

Commercial


Customers, contracts, pipeline, market and competitive position. Owns the equity story.


  • IV.1
    Obtain top-10 customer revenue concentration for the last three years.
    Severity A
  • IV.2
    Test annual customer churn (logo and revenue) over the last three years.
    Severity A
  • IV.3
    Review pipeline and weighted-pipeline conversion history.
    Severity B
  • IV.4
    Sample top-20 customer contracts for term, renewal, change-of-control and exclusivity.
    Severity A
  • IV.5
    Identify customers with MFN, audit, benchmarking or most-favoured-pricing clauses.
    Severity B
  • IV.6
    Confirm change-of-control consent requirements in top-customer contracts.
    Severity A
  • IV.7
    Map supplier concentration and any single-source dependency.
    Severity B
  • IV.8
    Sample top-10 supplier contracts for term, exclusivity and termination.
    Severity B
  • IV.9
    Confirm any rebate, volume-discount or co-marketing commitments to customers.
    Severity B
  • IV.10
    Obtain market-sizing evidence (TAM/SAM/SOM) and source data.
    Severity C
  • IV.11
    Confirm competitive positioning vs named competitors with evidence.
    Severity C
  • IV.12
    Test ARR / NRR / GRR by cohort over the last 24 months.
    Severity A
  • IV.13
    Confirm logo and net-revenue retention against an explicit cohort definition.
    Severity A
  • IV.14
    Review pricing history and any planned list-price changes.
    Severity B
  • IV.15
    Confirm any customer disputes, credits issued or service-credit liabilities.
    Severity B
  • IV.16
    Obtain win/loss history for the last 12 months.
    Severity C
  • IV.17
    Confirm referral, channel or reseller agreements and revenue split.
    Severity B
  • IV.18
    Test customer reference calls for top-10 by revenue (where deal allows).
    Severity BBuy-side
  • IV.19
    Review marketing spend, channel mix and CAC by channel.
    Severity C
  • IV.20
    Identify any KOL, ambassador or influencer agreements and disclosure obligations.
    Severity C

Reviewed by Oliver Wakefield-Smith, Founder, Digital SignetLast verified 21 June 2026Schedule IV

This page is anchored to UK primary legislation and named regulator guidance only. Not legal advice. Confirm position with your appointed adviser before signing.