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 verifies how the revenue is made. A target can show years of growth that rests 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 — and none of it is visible in the P&L. Each of those can walk out the door at completion, taking the growth story with it.
Marketing due diligence puts that question on the table before the price is settled. Sam Park examines the target’s accounts, contracts and measurement from the deal team’s side of the table and reports what the evidence shows — in writing, in commercial terms, to 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 rather than earned, and what a customer actually costs on tracked data — not the blended figure in the information memorandum. If growth stops the day the ad spend stops, the buyer is pricing a media budget, not a business.
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 sits with 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 carries 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 — because 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 clock, not its own. Deals do not wait for consultants; the engagement is shaped so its findings arrive 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 — with the confidence of each finding graded to match the evidence behind it. Nothing in the target’s accounts is changed, and access is relinquished 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 operating the accounts, not just reading them — 10+ years running and auditing paid media, measurement and agency relationships across 1,000+ brands. A reviewer who has managed these systems at scale knows where the risks hide, and what a durable marketing function looks like from the inside.
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 on the sell side preparing a company for market — closing the gaps a buyer’s adviser would otherwise find first.
The method is the same discipline as the independent marketing audit, applied in a deal context: measurement verified before performance is judged, findings argued from account evidence, nothing sold behind the report. The audit answers an owner’s question about their own marketing; due diligence answers a buyer’s question about someone else’s.
The reason measurement is verified first is that 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 — and ended, once measurement was rebuilt and spend restructured against it, in a 90% reduction in cost per acquisition alongside 8x organic growth. The same forensic pass, run before a purchase rather than after one, is what this engagement exists to provide.
Asked before most deals.
Is this buy-side or sell-side work?
Both. Buy-side, the review tests the target’s marketing before the price is settled — acquirers and private equity firms commission it alongside financial and legal due diligence. 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 identical either way: the findings describe what the evidence shows, whichever side of the table 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 — and says plainly which findings carry full confidence and which are provisional pending access.
How are findings reported?
In writing, in deal language. The full findings document ties every conclusion to its evidence so it can be checked or challenged; 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 simply fix after completion.
The document is built to sit alongside the financial and legal workstreams, not to require a marketing translator.
What happens after completion?
The engagement ends when the findings are delivered — it carries no obligation to continue, and no services are waiting behind it. That independence is the point: a reviewer with post-deal work to sell has an interest in what the findings say.
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, a completion condition requiring accounts to transfer — rather than reasons to walk away.
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, because the only thing more expensive than hearing it before completion is discovering it after.
Let’s talk about what’s next.
For executive advisory, fractional CMO, AI search strategy or speaking enquiries.
sam@sampark.com.au