What's on a technical due diligence checklist?

A technical due diligence checklist covers four areas: Software development process Intellectual property and licensing Security and data governance Architecture and dependency risk The buyer’s auditor assesses the target’s evidence in each area against three reference standards: NIST SSDF, OWASP SAMM, and ISO 27001. Specific items include the SBOM, IP assignment agreements, change-management records over a three-year lookback, pentest reports, incident logs, the access control matrix, and an inventory of third-party dependencies.

How long does M&A technical due diligence take?

A full M&A due diligence process usually takes 30 to 60 days, with larger or cross-border deals running 90 days or more. The findings that influence the deal price, however, are typically identified in the first 72 hours of the technical workstream, when the auditor reviews documents, performs code repository forensics, and interviews the engineering lead.

Who performs M&A technical due diligence?

For large deals, an external software audit firm or a specialized M&A consultancy usually leads the technical work, with support from the buyer’s internal CTO or head of engineering. For smaller deals, the buyer’s internal technical team often runs it directly. Sellers increasingly hire their own external auditor in advance to score themselves before the buyer’s team arrives, which gives them time to fix issues that would otherwise reset the price.

What's the difference between an SDLC audit and M&A technical due diligence?

An SDLC audit looks inward and helps a company improve its own software development process. Meanwhile, M&A technical due diligence looks outward and helps a buyer decide what a target company is actually worth. The two share a lot of the same evidence, namely code repositories, development policies, security records, and dependency inventories, but they ask different questions. The SDLC audit asks how to improve the team, and the M&A audit asks whether to pay full price.

What is M&A cyber due diligence, and how is it different from technical due diligence?

M&A cyber due diligence focuses specifically on cybersecurity posture, including breach history, identity and access management, data protection, and regulatory compliance. Technical due diligence is broader and includes cyber due diligence as one of its four pillars, alongside development process, intellectual property, and architecture. For most software acquisitions, the two workstreams are run in parallel, and findings often overlap.

Can a seller self-assess before due diligence starts?

Yes, and the sellers who do it well are noticeably better positioned in negotiation. The exercise involves running the same test plan the buyer’s team will run, scoring the results against NIST SSDF, OWASP SAMM, and ISO 27001, and prioritizing the fixes that close the biggest gaps in the time available. The window that matters most is 60 to 90 days before the LOI is signed, because that is enough time to remediate the issues that most often re-price deals.

Konstantin Klyagin - Founder at Redwerk

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Author: Konstantin Klyagin

Konstantin Klyagin

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