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How to Prepare for Technology Due Diligence (Sell-Side)
Prepare for technology due diligence before a raise or sale by reviewing your estate as a buyer would. Find deal risks early, give each fix an owner and enter the process with evidence ready.
Run a sell-side technology due diligence review
Start before the transaction timetable is fixed. An independent review shows where a buyer will challenge your technology, which issues you can resolve and which need a clear explanation. Seneca assesses the estate and gives your management team a prioritised plan.
Check the five areas buyers will examine
- IP and licences: Confirm who owns the software, where third-party code is used and whether licences permit the intended use.
- Security and data: Gather policies, access records, incidents and the evidence behind your controls.
- Key-person risk: Identify systems or decisions that depend on one person and put handover and access arrangements in place.
- Technical debt: Record material issues, their operational impact, the owner and the plan to resolve them.
- Roadmap and costs: Show what delivery requires, what it will cost and how it supports the business plan.
Prepare the technology data room
Bring the architecture, contracts, security evidence, cost model and roadmap together. Keep a short issue register showing what you fixed, what remains and who owns it. Your team can then answer buyer questions consistently and quickly.
Explain weaknesses before they become surprises
Do not disguise a known issue. State its impact, the action under way and the cost or decision needed to close it. A buyer can assess a managed risk; an unexplained discovery late in the process is harder to handle.
Frequently asked questions
When should we start preparing for technology due diligence?
Start before the deal timetable is fixed, ideally with enough time to fix material issues and collect the evidence buyers will request.
What goes in a technology due diligence data room?
Include architecture and system inventories, key contracts and licences, security evidence, technology costs, the delivery roadmap and an issue register with owners.
Should we disclose unresolved technology risks?
Yes. Describe the impact, the owner and the remediation plan. Clear disclosure lets the buyer assess the risk and reduces last-minute surprises.
Seneca can run a sell-side technology due diligence review and help your team prepare for investment or sale. Discuss your transaction.