Prospective buyers want to interview our top customer accounts during late-stage diligence, but we cannot risk alarming our clients if the transaction fails. How do we manage customer due diligence safely?

Question

Tyler Smith · Accepted Answer

Customer calls are standard practice for institutional buyers during confirmatory due diligence. Acquirers want to verify relationship health, pricing power, and whether customer loyalty is tied to the business or to you personally. Handled poorly, customer calls can panic long-term clients and trigger catastrophic rumors in your industry.

You must control the timing, structure, and scripting of these conversations.

Never permit customer due diligence calls until the transaction is in its final stages. The buyer must have finished their Quality of Earnings review, completed legal diligence, agreed on definitive purchase agreement language, and funded their escrow or equity commitments. Customer calls belong in the final seven to ten days before closing, not right after signing an LOI.

Limit the buyer to a strictly curated sample of customers. Propose four to six accounts that represent a balanced cross-section of your client base rather than handing over your complete client roster.

Position the buyer correctly to your customers. Frame the conversation as a routine third-party operational review, strategic partnership assessment, or capital partner evaluation rather than announcing an outright sale. This protects customer relationships if the deal aborts at the eleven o'clock hour.

Have your Integrator or top account executive participate on the calls. A member of your leadership team should introduce the call, set the context, and monitor the discussion. This ensures the buyer asks appropriate operational questions while signaling to the customer that your internal team remains fully in command of the relationship.