The Ultimate Guide to Technical Due Diligence in M&A Deals

You know when you’re about to download this killer app that’s supposed to “revolutionize your life,” but then you hit pause. What if it’s malware in disguise? Or just a poorly-coded mess that’ll make your phone freeze more than a snowman in January? That pause, my friends, is kinda what technical due diligence is all about, but for companies who want to join forces or investors sniffing for the next big thing.

Look, I get it. Technical due diligence sounds like a couple of fancy words that only dudes in suits should worry about. But here’s the thing: If you’re looking to make some major moves, like selling your startup or scoring big-time investments, this stuff is your bread and butter. It’s the vibe check for your company’s tech scene.

This article? It’s like your personal GPS through the maze of technical assessments, risk evaluation, and quality assurance. So buckle up. We’re going on a wild ride through the world of technical due diligence.

Table of contents

  • The Need for Technical Due Diligence
  • Key Components of Technical Due Diligence
  • Stages of the Technical Due Diligence Process
  • Special Considerations for Startups
  • Tips for Preparing for Technical Due Diligence

The Need for Technical Due Diligence

So you’re wondering, “Why the heck do we need technical due diligence?” Trust me, I get it. Seems like more red tape, right? But hear me out. This is the cornerstone of making a smart investment in tech.

When is TDD Necessary?

The need for technical due diligence isn’t something that just pops up. There are specific situations where you really gotta dig in.

M&A Scenarios

You’re a big corporate player wanting to buy a smaller company. Awesome! But, buying a company is not like buying a pair of shoes.

You wanna make sure the tech stuff is solid, so you don’t end up with a lemon. Think of technical due diligence like checking under the hood before you buy a used car.

Venture Capital Financing

You’re an investor and you’re eying this hot new startup.

Before you throw down your money, it’s not just about “Will this make me rich?” but also “Is their tech stack stable?” You can’t overlook this.

Fundraising Rounds

Startups, you’re not off the hook. When you’re trying to raise some cash, investors are gonna wanna do technical due diligence.

And why not?

They wanna know if they’re backing a horse that’s fast or one that’s gonna trip halfway.

Who Initiates TDD?

Alright, so who kicks this whole process off? It’s not always the same party, so let’s clear that up.


For investors, initiating technical due diligence is like background checking your Tinder date. You want to know what you’re getting into, right?

They’re the ones who often bring in experts to give the green or red light.


Companies looking to acquire another firm often go beyond just looking at numbers. They want to make sure the tech lines up and there won’t be any unpleasant surprises later.

Imagine marrying into a family only to find out everyone is an alien. Yeah, not cool.


This might surprise you, but sometimes the company being looked at starts the technical due diligence.

It’s kind of like having your house pre-inspected before you sell it. If you show that everything’s up to code, it might just help you get a better deal.

Key Components of Technical Due Diligence

maxresdefault The Ultimate Guide to Technical Due Diligence in M&A Deals

Third-Party Software Usage

Hey, so if you’re diving into the world of M&A or just getting some venture capital, you’ve got to know about third-party software usage.

It’s like going on a road trip but not knowing what kind of fuel your car uses. That could go wrong, right?

Software License Compliance

So you’re using someone else’s software in your product? Cool, but are you playing by their rules? Software License Compliance is like a social contract.

If you break it, prepare for some serious talks, not the fun kind.

It’s more than just ticking off boxes; it’s making sure you won’t land in hot water later on. Ever read those long ‘Terms and Conditions’? Yeah, me neither, but here, you really have to.

Security Concerns

Ah, the security part. It’s like the bouncer of your favorite club. If it’s good, you won’t even notice. If it’s bad, well, your night just got a whole lot more interesting.

You’ve got to ensure that the third-party software isn’t the weakest link. Otherwise, it’s like having an awesome alarm system at home but leaving the window open.

Code Quality

Lastly, code quality is kinda like your diet. Sure, junk food is great, but too much of it and you’re asking for trouble.

It might be easy to cut corners when you’re in a hurry, but poor quality code is like a time bomb, man. Eventually, it will explode.

Current Product Offerings and Roadmap

Now, onto the showstopper—your current product offerings and roadmap. Here, you’re laying out your magic tricks and what’s behind the curtain for the next act.

Product Differentiators

First up, what sets you apart? It’s like your personal brand but for your product. Are you the Snapchat of online dating or the Tesla of scooters?

This is the stage to strut your stuff and show off what makes you, well, you.

Market Conditions

Speaking of stages, what’s the scene like out there? Are people eager for what you’re offering, or do you have to break some walls?

Understanding market conditions is like reading the room before telling a joke. Timing and context are everything.

Future Developments

And don’t forget about the future. Do you plan to launch new features or enter new markets?

Think of it as your series arc, only don’t pull a Game of Thrones and botch the ending, okay?

Intellectual Property Protections

Ah, the intellectual property protections. Think of it as the VIP section of your club. Not everyone should have access.

Copyrights and Trademarks

Quickly now, copyrights and trademarks. They’re like your signature moves; nobody should steal them.

From your logo to your tagline, wrap them up and put a bow on them.


Got something super unique? Like, ‘change the industry’ kind of unique? You might want to look into patents.

It’s a bit like having a secret recipe. You don’t want anyone else making your grandma’s famous cookies, right?

Risk of Infringement

But watch out for stepping on someone else’s toes. Risk of infringement is like accidentally wearing someone else’s unique style. Not cool, and potentially very messy.

Engineering Systems and Practices

Last but not least, let’s gab about engineering systems and practices. This is the backstage crew that makes sure the show goes on.

Organizational Structure

First, who does what? In simpler terms, who’s the boss, and who’s the intern? An organizational structure that’s all over the place is a recipe for chaos.

It’s like a band without a lead singer; it just doesn’t work.

Technological Integrations

Next, technological integrations. That’s a fancy term for ‘how well do all your tools and tech play together?’ Think of it as assembling a supergroup—you want all the musicians to jam well together.

Security Risks

And we’re back to security, but this time in your own backyard. Got firewalls, encryption, and all that jazz?

Make sure you’re not like a fortress with a moat but no drawbridge. Keep the bad guys out but let the good stuff flow.

Stages of the Technical Due Diligence Process


Hey there, ever heard of “mise en place”? It’s a cooking term that means “everything in its place.” Trust me, it’s not just chefs who need that kind of prep. Before diving into any technical due diligence adventure, you gotta be prepared.

Letter of Intent (LOI)

LOI is like DMing someone you like, but in a formal, ‘let’s not mess this up’ way. An LOI is basically your opening act. But instead of fireworks and stage lights, think more along the lines of legal paperwork. Yawn, right? But, oh so necessary. It’s a mutual “I like you, you like me” but in a businessy way.

Non-Disclosure Agreement (NDA)

Now, time for the NDA, the “hush-hush” contract. This one’s basically saying, “Hey, I’m gonna tell you all my secrets, but you better not spill.” It’s kind of like telling your BFF about your crush—you gotta trust they won’t ruin the surprise.


Okay, now we’re getting into the good stuff. Time to Sherlock Holmes this thing.

Document Review

Picture this as Netflix but for a business: you’re binge-watching—or, well, reading—all there is to know.

From contracts to emails to codes, you’re doing a deep dive, my friend. And let’s not forget financial statements, those are like the plot twists of this binge-fest.


If Document Review is the binge-watching, Interviews are the behind-the-scenes extras.

You talk to key people, like the rock stars of the business, to get the inside scoop. What are their goals? Any secret plans? Any drama? This is where you find out the deets.

Meeting and On-Site Reviews

The climax, my friends! If we’re continuing with the movie analogies, this is the action scene, the showdown, the grand finale.

Here, you get to walk through their “office” (virtual or not), poke around, ask awkward questions, and basically act like you own the place. Well, you might soon, right?

Follow-up and Reporting

Drumroll, please… It’s Follow-up and Reporting time. This is the credits roll, the ‘what happened next,’ the blooper reel, and the setup for a sequel (or not).

Basically, you’ll summarize what you found. Is it a thumbs-up or a thumbs-down? Are you swiping right or left on this business venture?

Special Considerations for Startups

maxresdefault The Ultimate Guide to Technical Due Diligence in M&A Deals

Startups are like that indie band you knew before they were cool. Lots of raw talent and big dreams. But if you’re thinking about getting involved with one, buckle up! The landscape’s a bit different here, especially when it comes to technical due diligence.

Products and Services

So, let’s chat about the bread and butter: Products and Services. It’s the gig that gets people through the door.

Market Research

Before you even make the first note, you gotta know what kind of music people are vibing to these days. In startup terms, Market Research is your cheat sheet for what the crowd wants. Ignore it at your own risk. Like, seriously, would you buy cowboy boots for a beach trip? Didn’t think so.

Competitor Analysis

And you can’t just know yourself, you gotta know your scene. Who else is out there? Are they Beyoncé-level or more like a garage band? Competitor Analysis is like scrolling through your rivals’ Insta feeds but for business gain. You’re checking their moves to make sure yours are fresher.

IT Systems and Architecture

Ah, IT Systems and Architecture, the invisible band members. You don’t see them, but oh boy, you’d notice if they were gone.

Hardware and Software Systems

Imagine being a DJ but not knowing how your deck works. Hardware and Software Systems are your instruments, your gear. They can be as high-end as a Stradivarius violin or as simple as a ukulele. But they’ve gotta work. Period.

Cloud Platforms

Cloud is not just in the sky anymore; it’s the cool club for data and software. The real question is, VIP section or general admission? Each has its pros and cons. So pick wisely or prepare for glitches in the performance.

Management and Human Resources

Here’s the deal, a startup without a killer team is like a song without a melody—forgettable.

Organizational Chart

You got your lead singers, your drummers, and that dude playing the triangle. Who does what? Organizational Chart gives you the layout, so you don’t end up with five guitarists and no bass.

Employee Training

Cool, you have a band, but can they play? Are they trained or winging it? Employee Training is like band practice. It makes sure everyone’s hitting the right notes.

Code and Data Quality

Let’s face it, if the Code and Data Quality are crap, you’re not headlining Coachella anytime soon.

Code Review

Think of Code Review as auditioning your musicians. Some might look like rock stars but can’t hold a tune. The code is no different. It’s gotta be tight and right.

Data Health Inspections

Let’s call Data Health Inspections the medical check-up before the tour. You’re making sure everything’s clean and no one’s faking their age, or, you know, cooking the books.


Last but the opposite of least, Cybersecurity is your bodyguard, your security detail.

Security Mechanisms

Alarms, firewalls, special passes—these are your Security Mechanisms. You wouldn’t leave your backstage open for just anyone, right?

Regulatory Compliance

And here comes the fun police. Regulatory Compliance is making sure you’re allowed to put on this show in the first place. Not just because you want to, but because it’s legal and you’ve got the green light from the folks that matter.

Tips for Preparing for Technical Due Diligence

Alright, you’re probably asking, “Cool, but how do I not mess this up?” Look, preparing for technical due diligence is kinda like preparing for the final level of a video game. Your palms are sweaty, but with a few cheat codes, you’ll level up like a pro.


What You Need

First things first. Imagine trying to sell your old bike online without any pictures or info. Nobody’s gonna bite, right? Same with your startup. Documentation is like those pics and stats. You need to show proof that your tech isn’t a lemon. From software licenses to data privacy policies, have it all ready.

Make It Snappy

So you’ve got a bunch of documents. Cool, but can anyone other than a NASA scientist understand them? Make sure your docs speak human, not robot. Break down any techy-jargon into bite-size pieces. Trust me, everyone loves snackable content.

Employee Training

Brush Up Those Skills

Let’s stick with the video game analogy. You wouldn’t enter a gaming tournament without mastering the controls, right? Employee Training is all about that mastery. You gotta have your team trained up and in sync, like a well-oiled machine, or else you’re gonna look like a bunch of noobs.

Leverage Online Tools

Listen, we’re living in the golden age of online learning. There are dope platforms out there to upskill your team. So why not make the most of them? It’s like having a training montage but on the internet.

Internal Audits

Spot the Holes

You don’t want your ship to sink because of a tiny hole you ignored, do you? Internal Audits are all about finding those tiny holes in your tech stuff before someone else does. It’s like a trial run of the technical due diligence you’ll be going through.

Make It Routine

Seriously, don’t make audits a one-and-done thing. Make them as regular as your morning coffee. And hey, there are tools that can do most of the grunt work for you. So no excuses.

FAQ on Technical Due Diligence

What is Technical Due Diligence?

Ah, the classic starting point. Technical due diligence is like peeling an onion but for businesses. It’s a deep dive into the tech side of a company before you commit to anything big like an acquisition, merger, or investment.

You’re checking code, infrastructure, and all those nerdy things to ensure there’s nothing dodgy or broken.

Why is it Necessary?

You wouldn’t buy a car without checking under the hood, would you? The same principle applies here. This process helps investors and companies sniff out risks before they get burned.

Whether it’s poor code quality or murky intellectual property, it’s your safety net.

Imagine you’re building a marketplace, connecting buyers and sellers online. You’d want to know if the platform’s foundation is solid, right? Technical due diligence is like inspecting that foundation—it ensures your marketplace won’t collapse once it’s up and running.

When Should it Happen?

Ideally, before you shake hands and sign on the dotted line. The closer to the beginning of negotiations, the better. This way, you can either back out or negotiate terms before you’re in too deep.

Who Initiates It?

Usually, the folks looking to buy or invest. It’s like house shopping; you wouldn’t buy a place without inspecting it first. But smart sellers might do their own due diligence to fix any snags before showing it off.

Consider this: if you’re not too familiar with the nitty-gritty of tech stuff, you might want to bring in a technical due diligence provider. These folks are like expert inspectors who know where to dig and what to look for. They speak the tech language fluently and can spot a red flag from a mile away.

What’s Checked During the Process?

Think of it as a really thorough home inspection, but for a company. Code quality, data security, intellectual property—you’re digging through all of it. It’s both qualitative and quantitative.

How Long Does It Take?

Oh, buddy, this ain’t a speed date. Depending on the complexity and the size of the company, it could take anywhere from a few weeks to several months. The deeper you go, the longer it takes.

Imagine you’re planning to spend at least 20 hours on due diligence for that company you’re eyeing. If it’s a startup, it might be like dissecting a Rubik’s Cube, trying to figure out how all the pieces fit together. But for larger corporations, think of it more like exploring a multi-story mansion with hidden rooms and secret passageways.

What About Software Licenses?

Ah, software licenses are like those pesky terms and conditions no one reads but should. You gotta make sure the company is in compliance, or you’re walking into a legal minefield.

Are there any Red Flags to Look For?

Hidden debts in the form of technical debt, poor documentation, and any compliance or legal issues are just the tip of the iceberg. And let’s not forget about the outdated tech stack. If you see any of these, proceed with caution.

How Do You Prepare?

Documents, documents, and more documents! Get your tech team to prep everything related to architecture, code, and security. The more transparent and organized you are, the smoother the process will go.

What Happens After?

Two things: You either walk away because you uncovered too many skeletons in the closet, or you proceed but possibly renegotiate terms based on what you found. And then, of course, it’s deal time.

Conclusion on Technical Due Diligence

So here we are, at the finish line of this wild journey through technical due diligence. Hope you’ve buckled up, because this ride’s been packed with twists, turns, and yes, a few jargons. But the key takeaway? Technical due diligence isn’t just a checkbox to tick off; it’s the lifeblood of any serious business move.

  • From sifting through code to having a heart-to-heart with servers, this whole process is the ultimate test for your startup’s tech stack.
  • Think of it as an X-ray for your business, spotting any fractures before they snap.
  • Trust me, the time and effort you invest now can save you from costly mistakes later. We’re talking the difference between a smooth launch and a complete nosedive.

So there it is. Unfiltered, uncensored, and unarguably essential. Technical due diligence is that backstage pass to understanding the true star potential of your venture.

If you liked this article, you should check out this one about startup failure.

We also wrote about a few related subjects like startup advicestartup consultantsfinancial projections for startupsfailed startupsBerlin startupstypes of investorsshare optionsLondon startupsgifting sharesbest startup books and risk management process.

7328cad6955456acd2d75390ea33aafa?s=250&d=mm&r=g The Ultimate Guide to Technical Due Diligence in M&A Deals
Related Posts