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Buy-Side vs Sell-Side Technology Due Diligence
Buy-side technology due diligence shows an investor what they are buying, which risks affect the deal and what may need funding afterwards. Sell-side diligence gives the company time to fix gaps and present the evidence before buyers arrive.
Buy-side technology due diligence: make the investment decision
The investor or acquirer appoints an independent reviewer during the transaction. The review tests the target’s systems, security, suppliers, team and technology costs against the investment case. Findings should distinguish deal risks from work that can be managed after completion.
The buyer uses those findings to decide whether to proceed, change terms, budget for improvements or ask for a specific fix before completion.
Sell-side technology due diligence: prepare before the buyer asks
The company commissions a review before fundraising or a sale. It identifies weak evidence, key-person dependencies, security gaps and delivery commitments that may become negotiation points.
Management can then assign owners, fix what matters and explain any remaining issues with a costed plan. Our sell-side preparation guide sets out the records and decisions to organise.
Buy-side versus sell-side diligence at a glance
| Question | Buy-side | Sell-side |
|---|---|---|
| Who commissions it? | Investor or acquirer | Company raising or selling |
| When? | During the transaction | Before the buyer’s review |
| Decision supported | Proceed, negotiate or fund a fix | Resolve gaps and defend the investment case |
| Output | Risk, cost and integration priorities | Evidence, action owners and a clear account of remaining risk |
Both reviews can examine the same systems. The questions and reporting differ because the buyer needs an investment decision while the seller needs to prepare and respond.
Choose the review that fits your transaction
- Buying or investing: agree the deal questions, decision deadline and access to the target’s evidence. Commission buy-side diligence.
- Raising or selling: review the technology before the data room opens. Give each material gap an owner, cost and next step.
We scope and deliver technology due diligence around the transaction, report material findings clearly and help management act on them.
Questions about buy-side and sell-side technology due diligence
Does a seller’s review replace the buyer’s due diligence?
No. The buyer will make its own assessment. A seller’s review helps the company prepare evidence and address issues before that assessment begins.
Can the same reviewer work for both sides of one deal?
Each side needs clarity about who the reviewer serves, what information can be shared and any conflict of interest. Agree those boundaries before work starts.
When should sell-side diligence start?
Start before the data room opens, with enough time to fix material gaps or prepare a credible plan for them.