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by a professional from Northwestern University - Kellogg School of Management in TX, USA | Buenos Aires, Argentina

1mo ago

Key commercial questions

One thing I keep coming back to in SMB deals: once you begin validating the numbers, buyers still need to address whether the revenue can hold up after the seller steps back. A few commercial questions I’d want to answer before closing: • Who really owns the customer relationships? • Are prices and terms written down, or mostly informal? • Which customers are most at risk during a transition? • Is growth repeatable, or seller-led? • Are there market, competitor, or AI-related changes that could weaken the business? My take is that this matters most in founder-led or relationship-led businesses, where transferability can matter more than historical revenue. Curious how others think about this. What commercial questions have you found most useful before closing?

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Reply by a lender 1mo ago
from Eastern Illinois University in 900 E Diehl Rd, Naperville, IL 60563, USA

I would also include what benefits the company provides its customers and how sticky those customer relationships are. You also want to verify what contracts are in place with both vendors and customers and whether those contracts automatically transfer. I hope this helps.

Reply by a professional 1mo ago
from Technische Universität Berlin in Miami, FL, USA

The owner dependency question is the one I keep coming back to in any transition scenario. The revenue number is real - but the question of whether that revenue is attached to the business or attached to the person is a completely different analysis. One thing I'd add to your list: are the pricing and margin decisions centralized in the owner too, not just the relationships? I've seen businesses where a charismatic owner had informal pricing authority with every major account - nothing written down, just years of "we take care of each other." New owner comes in and finds out the margin on those accounts was held together by personal trust, not contract. That's a different kind of transferability risk than the relationship itself.

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