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Commercial Due Diligence

Test the assumptions carrying the deal.

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Investment cases usually fail on an untested assumption, not on headline growth. Common examples are demand that is expected but not yet contracted, a competitive advantage that rivals can copy, and a supply constraint that does not hold up.

Our commercial due diligence tests the investment case with primary research and bottom-up analysis, and gives a clear recommendation: proceed, reprice, add conditions or walk away.

We support buyers, including private equity investors, with buy-side due diligence, and sellers and their advisors with vendor assistance and vendor due diligence.

Buy-side & sell-side · 2–8 weeks · fixed scope and deliverable

What we do

The questions we answer

We focus on the questions that can change the investment decision:

  • Is the market as large and as lasting as management assumes?
  • How much revenue is contracted, and how much is pipeline?
  • What alternatives can customers switch to?
  • Is the company’s advantage hard to copy, or easy to replicate?
  • How will AI-native competitors affect its position during the hold period?

We answer these questions with primary research: interviews with customers, prospects, channel partners and industry experts, not management’s view alone.

How we help

Our due diligence services

Each engagement is scoped to the question you need answered. Timeline and deliverables are agreed upfront, and the scope grows only if the findings require it.

Buy-Side Red-Flag Diagnostic

2 weeks

Identifies, early in the process, the issues most likely to break the investment thesis.

Red-flag memo · Partner readout

Foundational Chokepoint Sprint

2–3 weeks

Answers a single critical question before you commit to the deal.

Decision memo · Model · Executive presentation

Replicability & Dependency Sprint

3–4 weeks

Assesses whether the company’s competitive advantage can be copied, and which customers, suppliers or technologies it depends on.

Replicability assessment · Dependency map

Vendor Assist

3–4 weeks

Reviews and strengthens the business plan before buyers begin their due diligence.

Revised commercial plan · Readiness assessment

Vendor Due Diligence

4–6 weeks

Gives bidders an independent view of the market and the company’s commercial position.

Vendor fact base · Models · Presentation deck

Full Commercial Due Diligence

6–8 weeks

Covers the full investment case, including market, customers, competitors and the business plan, delivered to your investment committee timetable.

Full report · Models · Executive deck · Partner readout

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Why Wykeham

Built for deal timelines

  • Partner-led from start to finish

    The Partner who scopes the engagement leads the analysis and signs off the final recommendation. We do not use junior teams.

  • Industry and subject-matter expertise

    Each team includes senior strategy consultants and a Domain Specialist from your industry.

  • Evidence and assumptions you can check

    Every key conclusion is linked to its source, and every key assumption is stress-tested, so your investment committee and board can make the decision and defend it.

  • Fixed scope and fee

    Scope, timeline, fee and deliverables are agreed upfront. We charge for the deliverable, not for consultant time.

  • A clear recommendation

    The final report states what holds up, what changes the economics, and whether to proceed, reprice, add conditions or walk away.

Two advisors reviewing a bound report of charts at a desk covered in printed charts

Common questions about due diligence

  • What is commercial due diligence?

    Commercial due diligence is an independent assessment of a company’s market, customers, competitors and business plan. It tests whether the assumptions behind an investment, acquisition or sale hold up. It is commissioned by private equity investors, corporate acquirers, sellers and lenders. In buy-side due diligence, it informs the decision to proceed, reprice, add conditions or walk away.

  • What is the difference between commercial and financial due diligence?

    Financial due diligence focuses mainly on historical financial performance: the quality of earnings, cash flow, working capital and debt. Commercial due diligence focuses mainly on the market, customers and competitive position underpinning the business plan: for example, whether the market is as large and as lasting as management assumes.

  • What is vendor due diligence?

    Vendor due diligence, a form of sell-side due diligence, is commissioned by the seller before a sale and provided to prospective buyers. It gives them an independent view of the market and the company’s commercial position, and can reduce repeated questions from buyers and help streamline the sale process. Some sellers first commission a vendor assist review to strengthen the business plan before buyers begin their due diligence.

  • How long does commercial due diligence take?

    Published industry guidance puts a typical commercial due diligence engagement at three to six weeks, with broader scopes taking longer. An early red-flag review takes less time. The timeline depends mainly on the scope, how much primary research is needed, and the deal timetable. Wykeham’s engagements run from a 2-week Buy-Side Red-Flag Diagnostic to a 6–8-week Full Commercial Due Diligence. Timeline and deliverables are agreed upfront.

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