Independent commercial diligence on B2B SaaS, for the buyers and investors behind the deal. Whether the potential is real. Whether the commercial engine works without the founder. What the market says when nobody is preparing the answer. And what a good operator would change from Monday.
None of these are lies. Most sellers believe every one of them, and a good part of each is usually true. They are simply claims that nobody in the process has been asked to evidence.
Claims we hear in almost every process, and what testing them usually turns up. These are recurring patterns rather than case studies: the exact number is different in every company, which is the whole reason it has to be tested rather than read.
Financial diligence confirms the earnings are real. Legal confirms the contracts. Technical diligence confirms the code. Then the commercial case, the one that actually decides whether this was a good purchase, gets answered by reading the management presentation more carefully than the last person did.
In an industrial business you could get away with that. You can count competitors, walk the floor, benchmark cost per unit. In a vertical SaaS company doing a few million in recurring revenue none of that exists. No analyst covers it. The competitive set is fuzzy. Market sizing is top-down and unfalsifiable. And “we are differentiated” cannot be judged by anyone who has never carried a number in enterprise software.
This is not about catching anyone out. Most sellers believe their own story, and a good part of it is usually true. The work is separating the part that holds from the part that was never tested, then saying how the thing should be selling instead.
Huge market, and we've barely scratched it.
The market reachable with this product, this price point and this motion, not the one in the top-down slide. Where growth would actually have to come from, and whether anything in the company today is capable of getting it.
We have a repeatable sales process.
Pipeline quality against pipeline size. Win rates by segment, sales cycle, discount discipline, what a renewal really costs to earn. And the question underneath all of them: does this sell without the founder in the room?
Customers love us. Here are three references.
Primary interviews: current customers, churned customers, lost deals, ex-sales staff, channel partners. References are prepared. Losses are not, and they tell you considerably more.
The main risk is execution.
The pricing move, the segment or the motion that changes the trajectory, sized, sequenced and costed. Not a list of risks and a wish for better execution, but the version of this company that a good operator would be running twelve months from now.
With the seller's agreement, we join live calls across the funnel: discovery, demo, negotiation. Does the rep qualify, or take any meeting offered? Is value articulated, or are features demonstrated? Do they win on value, or on discount? Who has to be on the call for it to close?
Documents show you what a company recorded about itself. Watching it sell shows you what it does, and just as often shows you the fix that has been available all along.
Live observation is qualitative signal, not measurement, and the report says so and calibrates it against the data. It is also why this work is worth more after a deal closes than inside a compressed exclusivity window.
The commercial question is the same in every deal. What the answer is worth depends on what you intend to do with the company.
One deal, and you will be running it. The commercial case is not a workstream, it is the entire thesis, and you live inside the answer for the next five years. You are also raising against the deal rather than from a committed fund, so the diligence has to convince investors who were not in the room when you fell for the company.
The deal team is stretched across too many workstreams, the investment committee wants an independent read on a category it does not operate in, and the timeline does not move. The commercial workstream is the one most often covered by reading the management presentation more carefully than the last person did.
You are taking a minority position, so you never get control and rarely get the access a buyout gets. The commercial case is a thesis about a company with a few million in recurring revenue, no analyst coverage, and a founder who is still the best salesperson in the building. You have days rather than weeks, the round closes with or without your conviction, and the question that decides the outcome, whether this motion survives being handed to a sales team, is the one a data room cannot answer.
You hold for a decade, not for five years, so a commercial engine that runs out of road in year three is a worse outcome for you than for anyone else at the table. Software is also not the category you know best, and the usual checks that work on an industrial business do not exist here: no analyst covers a company this size, the competitive set is fuzzy, and market sizing is top-down and unfalsifiable.
You now own a commercial engine you inherited and did not build, much of which turns out to have been one person. The first hundred days set the trajectory and everything diligence identified expires quietly if nobody owns it. The board has financial and legal depth and nobody who has carried a commercial number in software.
