Technical Due Diligence for Software M&A​​
Quantify delivery risk, technical debt liability, and key person exposure
Evidence based technical diligence that analyzes source code and engineering delivery signals to quantify technical debt liability, cost of change risk, execution risk, and workforce continuity risk for software M&A.
Who This is For
Investors and acquirers evaluating software business
Corporate development and deal teams
Tech leaders preparing for diligence
Independent technical diligence partners
What this Enables
-
Quantify long-term maintenance liability and cost of change
-
Determine whether delivery is predictable or fragile
-
Identify where technical risk concentrates
-
Expose key personal concentration risk
-
Quantify shipping code authored by current vs. former employees
-
Rank developers by business criticality based on skill and involvement in critical systems
Inputs Required
-
Source code repository access (read-only)
-
Pull request and code review history
-
Business critical system mapping provided by the buyer or management team
Outputs Produced
Technical Risk Concentration
-
Ranked areas of elevated maintainability risk with supporting evidence
-
Ownership concentration analysis identifying key person exposure
Workforce Continuity and Key Person Exposure
-
Workforce continuity analysis showing current vs. former authorship of shipping code
-
Developer business criticality tied to critical systems
Historical and Trend Evidence
-
Historical change and rework analysis across the codebase lifetime
-
Team churn analysis over time
-
Evidence of improving or degrading risk over time
What we measure
Maintainability Risk
-
Areas of the codebase that are hard to change safely
-
Maintainability risk concentration across subsystems
Delivery Risk
-
Evidence of stable vs. unstable delivery behavior
-
Review discipline and release stability signals
-
Consistency of delivery throughput over time
Ownership and Workforce Risk
-
Contribution concentration and bus factor exposure
-
Subsystems dependent on a small number of engineers
-
Ownership volatility in high risk areas
-
% of shipping code authored by current vs. former employees
Business Criticality
-
Concentration of expertise in revenue critical systems
-
Key person dependency tied directly to high value functionality
-
Business continuity exposure if top ranked developers depart
Workforce Continuity Risk
In many software organizations, roughly 20% of developers possess 80% of the system’s real operational knowledge. Diligence must identify who they are, which systems and modules they are deeply knowledgeable about, and whether they are still with the company.
Timeline
-
Initial Findings: 5 to 20 business days (dependent on codebase size and access)
-
Full Diligence Package: 2 to 8 weeks (dependent on organization size and history)
Deployment
-
Read-only access supported
-
Works in on premises environments
-
No disruption to developer workflows
What this Reveals
-
Whether the codebase functions as a compounding asset or a compounding liability over time
-
Whether systems critical to revenue or operations can be safely evolved without disrupting continuity
-
Whether delivery slowdowns exist and where primary cost of change drivers are concentrated
-
Whether delivery volatility is driven by system fragility, team instability, or a combination of both
-
The degree of key person exposure in high value systems
-
Whether high value systems depend on a small number of individuals for business continuity
-
How much of the currently shipped product depends on code authored by former employees
Interpretation Guidance
This is not a code quality score. It is a risk-based diligence assessment designed to predict delivery and maintenance failure modes that impact valuation, integration risk, and long term cost of change, using evidence from the codebase, engineering behavior, historical change patterns, workforce continuity, and business criticality mapping.