Technical Due Diligence
Systematic review and assessment of a company’s technical infrastructure, software architecture and IT organisation – typically before investments, acquisitions or partnerships.
Before investors put millions into a tech company or a corporation acquires another, the technical foundation must be checked. Is the software architecture scalable? Is there hidden technical debt? How strong is the development team? Technical due diligence answers these questions and helps avoid expensive surprises after the deal.
What is Technical Due Diligence?
Technical due diligence (TDD) is a structured review where external IT experts assess a company’s technical assets. The analysis typically covers: software architecture and code quality, infrastructure and operations, security and data protection compliance, technology stack and dependencies, team skills and structure, and scalability and technical risks. The outcome is a detailed report with ratings, identified risks and concrete recommendations. TDD is a standard part of venture capital investments, M&A and strategic partnerships.
How does Technical Due Diligence work?
Phase 1 (Preparation): Scope, objectives and timeline are defined. The review team gets access to code repositories, infrastructure documentation and can interview the technical team. Phase 2 (Analysis): Code is analysed with static analysis tools, architecture is assessed, security scans are run and the team is interviewed. Phase 3 (Assessment): Results are combined into an overall rating with a risk matrix and prioritised recommendations. The final report is presented to decision-makers.
Practical Examples
VC fund reviews a SaaS startup before a Series A: TDD uncovers heavy technical debt and missing automated tests – investment terms are adjusted.
Corporation plans to acquire a software house: TDD assesses transferability of the codebase and dependence on key people.
Private equity investor reviews an e-commerce platform: Analysis shows the architecture will not scale for planned growth – modernisation cost is factored into the valuation.
Company evaluates a technology partner: TDD checks whether their platform delivers the promised integration and security.
Typical Use Cases
Venture capital: Investors checking technical substance and scalability of startups before funding
M&A: Buyers assessing IT assets and technical risks of acquisition targets
Strategic partnerships: Companies checking technical compatibility and reliability of partners
Internal assessment: CTOs having their own technology landscape assessed for modernisation needs
IPO preparation: Companies having their technology reviewed before going public
Advantages and Disadvantages
Advantages
- Risk reduction: Hidden technical debt and risks become visible before the deal
- Informed decisions: Technical assessment feeds directly into valuation and negotiation
- Recommendations: Concrete actions to reduce risk
- Negotiation basis: Identified risks can lead to price adjustments or warranty clauses
- Post-deal roadmap: The TDD report supports technical integration planning after the deal
Disadvantages
- Cost: Thorough TDD costs €10,000–50,000 depending on scope and complexity
- Time: 2–6 weeks, which can be tight in time-critical deals
- Access: Quality of TDD depends on how transparent the target company is
- Snapshot: TDD reflects the current state – it cannot predict future development
Frequently Asked Questions about Technical Due Diligence
What distinguishes technical due diligence from a code audit?
How long does technical due diligence take?
Who should perform TDD?
Related Terms
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