Six-week IT Due Diligence Initiative
Architecture, security, compliance, vendor risk, key-person dependency, and IP, structured against the standard buy-side technical diligence dimensions. The brief flags red flags and sizes the mitigation cost in directional ranges your deal model can use. Built for lower mid-market targets. Larger deals need a wider scope or a specialty firm.
Who this is for
Technology diligence for mid-market deals, buy-side or sell-side.
PE / Sponsor
You need a focused technology diligence on a mid-market target without a multi-firm diligence cycle that stretches the deal calendar.
PE operating partner
You inherited a portfolio company and need a technology baseline in the first 100 days.
Founder / CEO (sell-side)
You are preparing for a transaction and want the technology story documented before buyers ask.
Investment Bank
You need a technology section in the confidential information memorandum (CIM) that answers buyer questions.
Scope
What this initiative delivers, and what it does not.
Scope is fixed at signing. Items marked TOP are available through the Technology Operating Partner (TOP) Program. Items marked with a firm type need a separate engagement with that kind of firm.
In scope
- Architecture diligence (stack inventory, integration map, scalability signal, technical debt)
- Security diligence (identity posture, control coverage, incident and breach history)
- Compliance diligence (framework status, audit history, open findings, change-of-control regulatory exposure)
- Vendor and contract diligence (concentration risk, renewal timing, change-of-control clauses)
- Key-person and team diligence (single points of failure, knowledge concentration, attrition risk)
- IP and licensing diligence at the architectural level (license types, third-party dependencies, open-source posture)
- Red flag register with directional mitigation cost ranges and deal-impact framing
- Findings written in the format an investment committee (IC) reviews
Out of scope
- Hosting, curating, or transferring a buyer or seller data roomSeller or data room provider
- Formal third-party opinion or representationDiligence firm
- Indemnification or warranty of findingsNot offered
- Forensic code-level IP reviewIP specialty firm
- Penetration testing or adversarial security validationSpecialty firm
- Quality of earnings, financial diligence, or commercial diligenceFinancial advisor
- Multi-portfolio benchmarking studiesResearch firm
- Post-close 100-day technology planTOP
Inputs
What we need from you
Provided at kickoff. Missing inputs delay the initiative; they do not change scope.
- Confirmation of sell-side or buy-side context, deal stage, and target announcement date
- For buy-side: read-only access to relevant data-room sections (we review in the seller-hosted environment; we do not export or store)
- For sell-side: read-only access to the target company technology documentation in the seller-hosted environment
- Management interview slots (six to ten interviews across CTO, CISO, GC, CFO, key engineers, depending on depth)
- NDA on standard transaction terms, signed before access is granted
Timeline
Week by week
Status updates run throughout the work. The direction check comes in week 4, with the first draft of the brief.
Week 1
Scoping, access, kickoff
Context confirmed (buy-side or sell-side), NDA executed, access provisioned to the seller-hosted environment, interview schedule locked.
Week 2
Architecture and security diligence
Stack inventory, integration map, identity posture, control coverage. Initial management interviews with CTO and CISO.
Week 3
Compliance, vendor, and key-person diligence
Framework status, audit history, open findings. Vendor concentration and change-of-control clauses. Key-person and attrition exposure.
Week 4
IP, direction check, draft brief
IP and licensing diligence at the architectural level. Direction check with the sponsor or seller. First draft of the diligence brief shared.
Week 5
Red flag synthesis and remediation sizing
Red flag register sized. Directional mitigation cost ranges for deal modeling. Sponsor or seller review.
Week 6
Final brief and walkthrough
Final diligence brief delivered. Walkthrough with sponsor, deal team, or seller.
Output
What you walk away with
- Written technology diligence brief covering architecture, security, compliance, vendor, key-person, and IP, in the format an investment committee reviews
- Red flag register with directional mitigation cost ranges and deal-impact framing
- Walkthrough call with sponsor, deal team, or seller
Limits
What this initiative is not
This is a mid-market technology diligence brief. It is not a forensic audit or a formal third-party opinion, and it carries no indemnification. Forensic code-level IP review, adversarial security validation, and quality-of-earnings work are outside scope and should be engaged through specialty firms. We do not host, store, or transfer deal documents. All review happens in the seller-hosted data room or environment. We hand over the diligence brief, which includes the red flag register, and nothing else. Mitigation cost figures are directional ranges for deal modeling. They are not a quality-of-earnings adjustment and not a basis for remediation contracts. Your financial advisor decides how to treat them in price.
If you are a portfolio company
How the work fits a PE-backed company.
Portfolio companies use this brief on both sides of a deal.
- Buy-side. An add-on target gets the same brief. Findings that bear on integration are listed separately, so the deal team can price them in or sequence the integration around them.
- Sell-side. A company preparing for exit can see what a buyer's diligence is likely to find while there is still time to fix it.
- Baseline after close. The same brief sets the technology baseline for the first 100 days of ownership.
Related
Initiatives that pair with this one
FAQ
Questions buyers ask first
How long does IT due diligence take in a PE deal?
Six weeks (30 working days) from kickoff to final brief. The work can run alongside legal and financial diligence. Late data-room access or interview availability pushes the end date. The brief includes red flag cost ranges a deal partner can take to the investment committee (IC).
What drives the cost of IT due diligence?
Deal size, complexity, and regulatory exposure drive it. Preside fixes the price at scoping. The number to weigh against the fee is the post-close cost the diligence finds. Each red flag gets a directional cost range in a form the deal team can carry into its model. The ranges are not a quality-of-earnings adjustment. Your financial advisor decides how to treat them in price.
What are the biggest IT red flags in a PE acquisition?
Five patterns we check first. Founder-owned source code with no documentation. A database design that will not hold at twice today's volume. Manual reporting presented as automation. Core vendors on month-to-month contracts. Security controls that exist on paper and have never been tested. Each one gets a directional cost range to fix.
What does the 100-day plan look like after a PE close?
The six-week initiative ends with the final brief. The 100-day plan is separate work after close, and the Technology Operating Partner Program can carry it. Days 1 to 30 set the baseline: risk in dollars, vendor inventory, application portfolio, and organization map. Days 31 to 60 stand up governance and begin the quick wins, such as vendor renegotiations, SaaS consolidation, and license rightsizing, which the company and its vendors carry out. Days 61 to 100 set the recurring routines, the board reporting cadence, and the year-one value plan.
For your role
Pages for your role
After the initiative
If you want the work to continue
This initiative is a one-time, fixed-price piece of work that ends with the diligence brief. After close, the Technology Operating Partner Program can carry the red flags into a first-100-days technology baseline and plan. That is separate work and is not part of the six weeks. You choose the Program level after you have the brief.
Ready to scope this
Directional tech-debt cost ranges for your deal model, before you sign. Six weeks.
Tell us the situation in a few sentences. We reply within one business day to confirm fit or point you to a better one.
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