Marketing due diligence.
A fixed-scope review of a target’s marketing before the transaction completes: how the revenue is really made, what transfers with the sale, and whether the growth story survives the evidence.
The question acquirers under-ask: how much of this revenue depends on marketing that will not survive the transaction?
Financial due diligence verifies that the revenue exists. It rarely looks at how that revenue is made. A target can show years of growth that depends on a single well-run ad account, a founder’s personal relationship with an agency, or a tracking setup that flatters every number in the information memorandum. None of that is visible in the P&L, and each one can leave at completion.
Marketing due diligence answers that question before the price is settled. Sam Park examines the target’s accounts, contracts and measurement from the deal team’s side and reports what the evidence shows. The report is written in commercial terms for the people deciding whether to proceed and at what price.
What gets examined.
Paid dependency & true CAC
How much of the target’s revenue is bought with media spend, and what a customer actually costs on tracked data. The blended figure in the information memorandum is usually not that number. If growth stops the day the ad spend stops, the buyer is paying for a media budget.
Organic durability & AI-search exposure
Whether the organic traffic behind the forecast is defensible, and how exposed it is as AI-generated answers reshape search. A revenue line built on rankings that are already eroding is a different asset from one built on brand demand. Deeper visibility work is covered by the AI search audit.
Platform account ownership & access
Who legally owns the ad accounts, analytics properties, pixels, domains and social profiles, and whether they transfer with the sale. Accounts held in an agency’s name or a founder’s personal login are a completion risk that rarely appears on the asset register.
Agency contracts & key-person dependency
What the agency agreements commit the business to, what happens to them on change of control, and how much of the marketing function lives in one person’s head. A target whose performance depends on a departing founder’s relationships has risk the accounts will not show.
Measurement integrity behind reported growth
Whether the numbers supporting the growth story are real. Conversion tracking, attribution settings and analytics configuration are verified against actual transactions. Inflated tracking flatters every figure downstream of it, including the ones the price is built on.
Built for the deal timetable.
Fixed scope, inside the deal timetable
The scope is agreed in writing before work begins, and the review runs to the deal’s timetable. The engagement is shaped so its findings land while they can still influence price, warranties or completion conditions.
Read-only evidence
The review works from read-only access to accounts and analytics where the process allows it, and from exported data and vendor responses where it does not. Each finding is graded for confidence to match the evidence behind it. Nothing in the target’s accounts is changed, and access is given up when the work ends.
Findings an investment committee can rely on
Every finding is stated in writing, tied to the specific evidence that supports it, and framed in deal terms: what bears on price, what belongs in warranties or completion conditions, and what is fixable after the transaction. Nothing rests on opinion the committee cannot check.
The judgement behind the review comes from having run these systems: 10+ years running and auditing paid media, measurement and agency relationships across hundreds of brands in most industries. Someone who has managed them at scale knows where the risks tend to be.
This is for anyone about to pay for growth someone else built.
The review is commissioned by trade acquirers testing a target before exclusivity ends, by private equity firms adding a marketing workstream to standard due diligence, and by business brokers preparing a company for market. Sell-side clients use it to close the gaps a buyer’s adviser would otherwise find first.
The method is the same as the independent marketing audit, applied in a deal context: measurement is verified before performance is judged, findings are argued from account evidence, and nothing is sold behind the report. The difference is whose marketing is being reviewed. An audit looks at your own. Due diligence looks at a business you are buying.
Measurement is verified first because reported numbers and reality drift apart more often than deal teams assume. One engagement began with exactly that gap: an account whose reported performance could not be reconciled with its tracked results. Once measurement was rebuilt and spend restructured against it, the result was a 90% reduction in cost per acquisition alongside 8x organic growth. Due diligence applies the same forensic pass before the purchase.
Asked before most deals.
Is this buy-side or sell-side work?
Both. On the buy side, the review tests the target’s marketing before the price is settled, and acquirers and private equity firms commission it alongside financial and legal due diligence. On the sell side, brokers and owners preparing a business for sale use the same review to find the problems a buyer’s adviser would find, and fix or disclose them first.
The discipline is the same either way. The findings describe what the evidence shows, whichever side commissioned them.
What access does the review need?
Ideally, read-only access to the target’s ad accounts, analytics and tag management, granted through the deal process and revoked when the work ends. Agency contracts, invoices and recent performance reports complete the picture, since part of the review is comparing what was reported with what the accounts show.
Where direct access is not available at that stage of the deal, the review proceeds on exported data and written vendor responses. It states which findings have full confidence and which are provisional pending access.
How are findings reported?
Findings are reported in writing, in deal language. The full findings document ties every conclusion to its evidence. A plain-English summary states the commercial position for people who will never open an ad account. Findings are sorted by what they mean for the transaction: matters bearing on price, matters for warranties or conditions, and matters the buyer can fix after completion.
The document is written to sit alongside the financial and legal workstreams without needing a marketing translator.
What happens after completion?
The engagement ends when the findings are delivered, and there is no obligation to continue. A reviewer with post-deal work to sell has an interest in what the findings say, so this engagement has nothing to sell after it.
Where the buyer wants the issues fixed or the function led through integration, that is a separate decision scoped on its own merits, typically as a fractional CMO engagement or ongoing executive advisory.
Can the findings kill a deal?
The job is to price risk, not to veto transactions. Most findings become negotiating positions: an adjusted price, a warranty, or a completion condition requiring accounts to transfer.
Occasionally the evidence shows that the growth being paid for will not survive the change of ownership. When that is what the data says, the report says it. It is cheaper to know before completion than after.
Let’s talk about what’s next.
For executive advisory, fractional CMO, AI search strategy or speaking enquiries.
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