Commercial and M&A Due Diligence in Nigeria: Scope and Checklist
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Commercial due diligence tests whether a business’s market position and operating assumptions support the proposed acquisition. It should explain demand, customer relationships, competition and the practical ability to deliver the forecast. It is one part of a wider transaction review.
Wigmore Trading welcomes commercial-review and due-diligence coordination enquiries in Nigeria. We can discuss the required workstreams and appropriate specialist roles. The actual scope, providers, evidence and reliance terms are agreed for the engagement.
Start with the buyer’s questions
Identify the investment thesis and what would make it fail. A distributor may depend on a small number of supply agreements; a factory may need major capacity investment; a technology business may rely on a few customers or developers. Focus the review on material assumptions.
| Workstream | Questions to assign |
|---|---|
| Commercial | Demand, competition, customer retention and realistic growth |
| Operational | Capacity, suppliers, processes, assets and business continuity |
| Technology and cybersecurity | Systems, ownership, dependencies, controls and authorised technical assessment |
| Legal, tax and regulatory | Ownership, obligations, exposures, licences and approvals |
| HR and environment | Employment issues, key people, site risks and specialist requirements |
Test forecasts against evidence
Separate historic performance, management expectations and independent market evidence. Explain how customers buy, why they might leave and what constrains expansion. A growing market does not automatically establish that this particular company can grow profitably.
Customer or supplier interviews need an agreed approach and disclosure permissions. Do not contact counterparties under a misleading identity or disclose a confidential transaction without authorisation.
Coordinate specialist reviews
Legal, tax, environmental, HR, IT and cybersecurity questions need appropriately qualified professionals. Define access and boundaries for technical testing; an acquisition enquiry does not authorise penetration testing or access to private systems.
Review the relationship between findings. A commercial opportunity can require new capital, staffing, permissions or software rights. Assign each unresolved issue an owner and identify its effect on timing, price, terms or the acquisition decision.
Use a checklist without treating it as a guarantee
A due-diligence checklist should be tailored to the sector, transaction structure and available evidence. Identify what has not been reviewed. A long document list does not establish that information is accurate or that the underlying risk has been assessed.
For regulated businesses, review the exact entity, licence, ownership and proposed change with relevant advisers. The FCCPC merger resources are a useful starting point for the separate approvals workstream.
Produce decision-focused findings
Request a report that distinguishes supported findings, management assertions, assumptions and missing information. Prioritise material issues and explain limitations. A traffic-light summary can help organise discussion, but it should not hide uncertainty.
Buyer and vendor due diligence have different commissioning and reliance arrangements. Agree the audience and permitted use before work begins. Commercial screening alone is not an audit, legal opinion or comprehensive verification.
Can one provider cover every discipline?
Ask who performs each specialist task and what qualifications, permissions and report terms apply. A coordination role is different from delivering every opinion.
What should I send Wigmore?
Start with sector, location, transaction objective, main concerns and timetable. Sensitive business, employee and customer records should follow a controlled process.
Prepare a non-confidential enquiry brief
Note whether you are a buyer, seller, shareholder or adviser; the sector and broad location; the decision you need to support; your intended timing; and the service scope required. Separate confirmed facts from assumptions and identify who is authorised to give instructions.
Do not send private identity, employee, banking or confidential transaction records through a general sales enquiry. Agree the engagement, confidentiality and access arrangements first. This checklist does not submit information.
Related acquisition and advisory guides
- Deal Origination and Corporate Matchmaking in Nigeria: Acquisition Search
- Corporate Divestment and Asset Disposal in Nigeria: Sale-Planning Guide
- Business Succession and Founder Exit Planning in Nigeria
- M&A Financial Modelling in Nigeria: Acquisition Scenarios and Deal Value
- Financial Due Diligence and Quality of Earnings in Nigeria
- Company Verification Before Acquisition in Nigeria: Ownership and Risk Checks
- M&A Transaction Documents in Nigeria: Legal Scope and Negotiation Planning
- M&A Structuring and Corporate Restructuring in Nigeria: Options to Review
- Business Valuation in Nigeria: Company, Equity and Acquisition Value
Discuss your transaction-support requirement with Wigmore Trading
Send a non-confidential brief. Our team can discuss the appropriate commercial, search or coordination scope and the named specialist support required. Fees, responsibilities, professional appointments and deliverables are agreed for the engagement.
Discuss commercial due diligence Nigeria on WhatsApp · Book an initial consultation · Email an enquiry
Updated 3 November 2026. This is general process guidance; it does not establish a legal, tax, audit, valuation or financing opinion, a live deal listing or a guarantee of completion.
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