The Due Diligence Layer That Decides Whether a Deal Is Real with Josh Emington

In this episode of the DealQuest Podcast, I sat down with Josh Emington, a partner at The Martec Group, a boutique strategic consulting and market research firm serving private equity funds, buyout shops, corporate development teams, and Fortune 1000 leaders. Over the past decade Josh has designed and run hundreds of global research and consulting engagements, with a focus on commercial due diligence, M&A funnel support, buy side and sell side market studies, target identification, and customer due diligence anchored in primary research. As a partner on Martec's senior leadership team, he leads the firm's value creation work, helping clients across the full deal lifecycle from thesis validation through pre-LOI and into post close growth strategy.

I have done deals for more than 35 years, and most of what gets discussed under the umbrella of due diligence on this podcast is financial, legal, or cultural. Josh brought a different lens to the table. We talked about how commercial due diligence uncovers both the risks that could blow up a deal and the growth opportunities a buyer might be paying for without realizing it. We also got into market sizing, customer concentration risk, what it actually takes to call a target company's customers and get honest answers, and how AI is changing both the speed of research and the questions investors need to be asking before they sign anything.

The Toilet Seat Project That Sparked a Career in Research

As a kid, Josh found a chemistry kit and a book about Louis Pasteur at a school book sale. He decided he wanted to be an inventor who made the kind of impact Pasteur made. He never became a chemist, but he told me he still gets to come up with creative solutions for people, which he figures is close enough.

The professional story that stuck with him the most was a customer journey review for a top manufacturer of toilet seats. The team discovered that when a toilet seat broke, customers had no idea who to call, which is why repeat sales were so low. Josh and his team recommended putting the brand name on the back of the seat.

Two years later, Josh was at an industry conference, looked down at a hotel toilet seat, and saw the brand right there on the back. That kind of tangible impact, as he put it, doesn't get any better.

Why Customer Journey Mapping Belongs on a Deals Podcast

I pushed Josh on this a little, because regular listeners know this podcast is about deals, not sales or organic growth. So why talk about customer journey mapping here?

Josh described customer journey as a map of the entire loop a buyer travels, starting the moment someone first thinks about a category, continuing through every micro experience along the way, and ending not just at the purchase but at the point where that customer becomes a true fan of the brand. Understanding that map helps a company serve customers better at every step.

The connection to deals is direct. Commercial due diligence looks at two sides of growth for investors, the risk side (what could blow up the deal) and the opportunity side (where the company could expand or sophisticate what it offers). Customer concentration, underserved segments, and total addressable market all live inside that opportunity analysis, and customer journey work feeds directly into it.

Finding the Opportunity Before Anyone Signs an LOI

A lot of due diligence conversations start after a buyer or investor has already decided they are interested and an LOI is on the table. Josh's work often happens earlier than that, helping companies figure out not just what a target is worth today, but where the value creation opportunities sit.

He described the core task this way. A deal comes in with marketing materials full of claims about market size and growth potential, and the job is to figure out how much of that holds up. His team will model the exact dollar volume available in a new geography, assess the competitive landscape there, and evaluate how defensible a competitor's intellectual property actually is.

That kind of scenario planning gives a buyer a real sense of what they might be able to capture beyond the numbers already on the table, before they ever get to the formal due diligence phase.

Turning One Time Jobs Into Recurring Revenue in Southern Florida

Josh shared an example from a deal in southern Florida that captures what this opportunity side of commercial due diligence can look like in practice. A client wanted to make an acquisition structured as a business combination, identifying and acquiring multiple businesses in sequence.

One target was a lawn care company that handled commercial and residential installations. Another would come in afterward and handle ongoing maintenance. Combine the two, and you turn a business that, as Josh put it, hits a good lick every once in a while into one with recurring revenue on the books all the time.

That kind of transformation, merging customer bases into something closer to a subscription model, is exactly the type of opportunity that commercial due diligence is built to identify and plan around.

What the Best Investors Get Right (and Where Others Fall Short)

After hundreds of deals, Josh has a clear read on what separates strong investors from everyone else. The best ones come in with a very clear hypothesis about what it would take to exit at the multiple they want. That clarity lets the research team test whether the thesis holds up rather than starting from scratch.

The strongest investors also look past the risk layer to the functional layer underneath it. If a commercial segment is underwater on pricing and losing money on every project, that is a real opportunity hiding in plain sight, not just a risk to flag.

On the mistake side, Josh pointed to skipping pre-diligence. His team will often do this work for free, sometimes coming back with a short memo before a client spends real time or money on a deal. The memo might say a technology is about to become obsolete, or that a competitor is far more advanced than the marketing materials suggest. Doing that pre-read at the right depth can be the difference between a good outcome and a costly mistake.

Why Calling Real Customers Still Beats Any Database

One of the most distinctive parts of Josh's work is customer due diligence, which involves literally calling the target company's customers. His team identifies who to call without revealing who they are calling on behalf of, then asks straightforward questions about vendor relationships, contract length, and growth plans.

Josh called this one of the last places where human conversation still beats automation, even in an AI heavy research world. His team works through databases, calls or emails people consistently until someone picks up, then offers to compensate them for a short conversation about the market they participate in. People tend to enjoy talking about their own industry, which makes for an open, candid exchange.

This is a different lane than the financial due diligence John Martinka and I discussed in Episode 332, or the technical due diligence Sejal Lakhani-Bhatt walked through in Episode 324. As I noted in my solocast in Episode 351, every deal needs financial, legal, operational, and cultural due diligence, and commercial due diligence is the piece that tells you whether the growth story in the marketing materials actually holds up when you talk to the people living it.

Sizing the Prize and Spotting Customer Concentration Risk

Josh broke down the foundation of his due diligence work as sizing. His team quantifies the total addressable market, the serviceable addressable market specific to the company's solution, and what is actually obtainable given realistic market share. Showing the logic behind those numbers is what makes the work understandable and actionable for an investment committee.

The second piece is customer risk, and concentration is the big one. If 10 customers, or even one, account for 70 percent of revenue and that relationship disappears, Josh said plainly, you do not have a company anymore.

This is where my legal background comes in. Buyers often want to discount valuation for concentration risk. When I represent sellers, I push back and argue for structural protections instead, like purchase price adjustments tied to client retention, rather than a straight discount on value that stays in place even if those clients never leave. Josh agreed that repricing sometimes is appropriate, particularly when his team comes back with a market size a fraction of what the marketing materials claimed.

Getting Sell Side Clients Deal Ready With a Triple Net Benefit

About 10 percent of Josh's M&A work happens on the sell side, usually through what his team calls exit planning. Rather than waiting for a buyer to show up, his team goes in early to assess customer intimacy, go to market approach, and buying committee dynamics for a company that is getting ready to sell.

He calls it a triple net benefit because it serves three parties at once. The management team gets a clearer view of how to better serve their own customers. The investment bank gets an NPS score and customer testimonials they can drop straight into the marketing materials. And the private equity owner gets a stronger story heading into a sale process.

Josh shared an example involving an online rug company. A prospective buyer questioned whether the brand really commanded the prices it was charging. His team interviewed 2,000 rug buyers and came back with hard data on brand awareness, brand equity, and willingness to pay relative to price. That research gave the buyer the confidence to move forward, and the deal closed.

How AI Is Compressing Research Without Replacing the Human Conversation

The shift Josh has watched most closely lately is speed. Work that used to take about seven days, collecting and reporting on primary and secondary data, now takes about two, thanks to AI tools layered on top of Martec's own internal database built over decades of research studies.

He also described a triple lens his team now applies to every deal regardless of industry. First, will AI affect this specific market and to what degree. Second, will AI change the size or type of workforce this company needs, and is that favorable to the new owner. Third, how will AI affect the target's own customers, and how does that ripple back into the business.

On the lighter side, Josh mentioned that his own biggest personal AI win has been his expense reports, which used to take him hours and now take about 15 minutes. A small example, but a real one of how the same tools reshaping deal research are reshaping daily work too.

Freedom to Build a Business on Your Own Terms

I close every episode by asking about freedom, since it is the value I have built my own career around. For Josh, freedom means having the time to be present for his family, including a son who is six months old, and running a business intentionally kept boutique so there is no corporate policy standing between him and the work his clients actually need.

That answer brought me back to my own story. Early in my career I turned down a partnership at a larger firm because the deal would have meant giving up the Fridays and Mondays I spent at my place upstate. I was barely covering my rent at the time, paying it off credit cards while I built my own practice, but I knew that taking the safer path would have meant compromising on how I wanted to run my business and treat my clients. I built a boutique firm on purpose, for the same reasons Josh runs his.

Tune in to this episode to hear Josh Emington break down how commercial due diligence uncovers both the risks and the opportunities that decide whether a deal is worth doing, and why a short phone call with a real customer can tell you more than any database.

Listen to the full episode of DealQuest Podcast Episode with Josh Emington: Available on all major podcast platforms

FOR MORE ON JOSH EMINGTON LinkedIn: https://www.linkedin.com/in/joshemington/ Company: https://martecgroup.com/

FOR MORE ON COREY KUPFER https://www.linkedin.com/in/coreykupfer/ https://www.coreykupfer.com/

Corey Kupfer is an expert strategist, negotiator, and dealmaker. He has more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author, and professional speaker. He is deeply passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.

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