Management Reference Calls in M&A Diligence: A Structured Approach for PE Deal Teams

Written for private equity deal teams, principals, and associates conducting commercial and operational diligence on software acquisitions.

This post focuses on reference calls with the target's existing customers and partners — not internal management team calls, which are covered under separate workstreams.

Why Most Reference Calls Produce Confirmation, Not Insight

The standard M&A reference call format is straightforward: request a list of three references, schedule 30 minutes, ask a set of loosely related questions, and come away feeling either reassured or concerned. The problem is that the reference list is curated by the seller, which means the signals are pre-filtered. A company that has had a bad experience with the target rarely appears on the approved reference list.

This doesn't mean reference calls are worthless — it means they need to be structured differently than most teams run them. The goal isn't to confirm what the management team told you; it's to find the specific dimensions where the seller's narrative diverges from the customer's experience.

Building the Reference Call List Beyond the Seller's List

Before requesting references from the target, build your own list independently. Cross-reference the target's customer list (available in the data room or scrubbed from public references, case studies, and press releases) against the names the seller provides. The gap between those two lists is your first signal.

A seller who provides four references, all from the last 12 months and all from the enterprise segment, is telling you something. Dig into why the 2019 cohort of mid-market customers isn't represented on the call list.

Categories to cover independently:

• Current customers across multiple segments (SMB, mid-market, enterprise)
• Former customers who churned or contracted
• Partners or integration partners who work with the target
• Technical contacts (not just economic buyers) who can speak to product quality

For a structured framework for organizing the full commercial workstream, see the private equity due diligence framework.

The Five Reference Call Questions That Matter Most

Most teams default to soft questions that produce soft answers. "How has your experience been?" gets "Great, they're a good partner." That isn't actionable. The questions that produce useful signal are specific and often uncomfortable to ask.

1. What would make you leave?

Every customer will describe why they stay. Turn the question around. Ask: "If SuiteCompete's competitor released a compelling alternative tomorrow and made it easy to switch, what would keep you from leaving?" The answer reveals which dimensions of the product are genuinely sticky versus which are convenience. If the answer clusters around "it would be too much hassle to move," that's a fragile moat — not a durable one. If the answer involves deep workflow integrations, proprietary data, or switching costs that are structural rather than procedural, that's a real moat.

2. What does the target's product roadmap look like from the inside?

Ask specifically: "Has the target shared a product roadmap with you? How often? How accurate have those roadmap commitments been?" This question bypasses the seller's polished presentation and gets at what customers actually experience. A company that ships what it promises builds a different kind of trust than one that overpromises and underdelivers — and the customers know the difference long before the buyer does.

For a broader view of how product quality fits into due diligence in mergers and acquisitions workstreams, see the Due Diligence in Mergers and Acquisitions guide.

3. Who have you lost to, and why?

Ask directly: "What competitors were you evaluating when you chose [Target]? Who have you lost deals to since?" These questions reveal the competitive set more honestly than any market map. If the target consistently loses to a competitor the market research doesn't flag, that's a gap in the diligence coverage. It also reveals whether the competitive landscape has shifted since the target's positioning was last updated.

4. How has the account team responded to escalations?

Ask: "Walk me through the last time something went wrong significantly. How did the team respond?" The answer reveals support quality, accountability, and whether the account team has the organizational backing to resolve issues or is managing up while problems compound. This question also surfaces whether the relationship is personality-dependent — if the account manager leaving would take institutional knowledge with them, that's a key person risk.

5. What would you change if you ran the company?

This question is harder to get a straight answer to, but it's worth asking. The framing matters: "Not what you would do differently as a customer — what would you change if you were running [Target]?" Customers see things the buyer never will: pricing decisions that create friction, product gaps that management has deprioritized, sales promises that implementation can't keep. The patterns across multiple reference calls — where the same frustrations appear — are usually the most actionable findings.

Structuring the Call: Timing, Sequencing, and Note-Taking

Do the reference calls after the written diligence, before the management presentation. The written work gives you the vocabulary to ask specific questions instead of generic ones. The management presentation gives you a chance to probe the divergences you found on the calls.

Take notes in a consistent format. Structure each call around the same five dimensions so you can compare across references: product quality, support responsiveness, roadmap reliability, competitive positioning, and account team stability. A standardized notes format turns anecdotes into comparable data points.

Always talk to the technical buyer, not just the economic buyer. The economic buyer will defend the purchase decision. The technical users who live in the product daily will tell you what the product actually does — not what it was sold as.

What to Do With Divergent Signals

If three reference calls tell you one story and one tells you another, the minority report matters more than the majority. In a curated reference list, a dissenting voice is often a signal that the minority experience is real and underreported.

Patterns to escalate:

• Multiple references citing the same product gap or support failure
• A reference who left and can articulate why (churned customers are often the most candid)
• Technical contacts who flag issues the economic buyer has rationalized

For a structured approach to validating the commercial diligence findings from reference calls alongside other evidence sources, see Commercial Diligence: A Practical Framework for Harvey Balls Scoring.

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Run better reference calls: Explore SuiteCompete's competitive intelligence tools at SuiteCompete.com for systematic competitor analysis that complements the qualitative signals from reference calls.