Investment

Prepare a Technology Due Diligence

Anticipate an investor's or acquirer's questions by structuring your evidence before it is requested.

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Technology due diligence is the in-depth examination of a company's information system, software architecture, security and technical teams, carried out ahead of a fundraising round, acquisition or investment. It aims to reveal hidden risks that can directly impact valuation or derail a deal.

The best prepared companies are not the ones with no technical issues, which does not exist, but the ones that know precisely where their weaknesses lie and can demonstrate they are under control.

What an investor actually examines

A technology due diligence generally covers five dimensions: product (roadmap, usage metrics), architecture and technical debt, security and compliance, IT governance, and key-person dependency. A shallow audit often stops at code; a rigorous one also assesses the team's ability to evolve the product without a single indispensable developer.

The most frequent mistakes

The costliest mistakes are almost never technical: missing documentation, an inconsistent cap table, undocumented dependency on an external vendor, or technical debt that has never been measured. These blind spots worry an investor more than a questionable technology choice, since they suggest immature IT governance rather than a one-off problem.

  • Missing or outdated technical documentation
  • Dependency on a handful of key developers
  • Technical debt never measured or prioritized
  • Cap table inconsistent with company records

Preparing with a Data Room and a structured diagnostic

Preparing an organized Data Room ahead of time, covering product, technology, governance and HR, greatly speeds up the process and signals organizational maturity. A structured technology due diligence diagnostic measures the gap before the investor discovers it independently.

Frequently asked questions

How far ahead of a deal should preparation start?

Ideally three to six months ahead, to have time to document weak areas and fix the most visible issues before auditors arrive.

Who carries out a technology due diligence?

Usually a specialized firm mandated by the investor or acquirer, but the audited company has every interest in running its own diagnostic beforehand to anticipate questions.

Does high technical debt automatically block a deal?

Rarely on its own. What worries an investor most is the absence of measurement and a reduction plan, not the debt level itself.

How does a Data Room relate to technology due diligence?

The Data Room is the space where the documents needed for due diligence are centralized; its quality directly determines how smooth and fast the process is.

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