Technology Due Diligence for Private Equity

Senior engineers who build and modernize software assess a target's architecture, code, security, and team, and tell you what it will cost to fix before you close.

THE BASICS

What Is Technology Due Diligence?

Technology due diligence is the review a buyer runs on a target company's software, infrastructure, and engineering team before closing a deal. It answers one question: can this technology support the investment thesis, and what will it cost to get there? The findings shape the price, the deal terms, and the first 100 days.

Technical, IT, and software due diligence

The terms overlap, and firms use them loosely. Technical due diligence and software due diligence focus on the product: its architecture, code quality, technical debt, and scalability. IT due diligence focuses on the company's internal systems and infrastructure, such as networks, hosting, licenses, and security controls. Most software-dependent deals need both views, because a strong product on fragile infrastructure is still a risk.

SCOPE

What Our Technology Due Diligence Covers

Our technical due diligence covers seven areas that decide whether a target's technology can carry the deal, reading the code, not just interviewing the team.

  • Architecture and scalability

    Software due diligence starts with how the system is built, how its parts connect, and whether it can handle the growth in the investment thesis without a rewrite.

  • Code quality and technical debt

    Code due diligence reads the source itself: structure, test coverage, maintainability, and the technical debt that will slow future changes or raise their cost.

  • Security and vulnerability exposure

    How data is protected, how access is controlled, and where known vulnerabilities, outdated dependencies, or weak practices create exposure for the buyer.

  • Infrastructure and cloud cost

    IT due diligence looks at where the system runs, how reliable and recoverable it is, and whether the cloud or hosting bill matches what the business actually needs.

  • Data and AI readiness

    Whether the company's data is accessible, trustworthy, and usable for reporting and AI, and which AI opportunities could support value creation after close.

  • Integrations, licensing, and IP

    Third-party dependencies, integration risks, open-source and commercial licensing, and whether the company actually owns the code and IP it depends on.

  • Team and delivery process

    Who builds and maintains the software, how they ship, and how much critical knowledge sits with a few people who might leave.

HOW IT WORKS

How a Technology Due Diligence Runs

  1. STEP 1

    Scope call

    We align on the investment thesis, the systems in scope, and the deal timeline.

  2. STEP 2

    Access

    The target provides code, documentation, environments, and key people under NDA.

  3. STEP 3

    Assessment

    Senior engineers review the code, architecture, infrastructure, security, and team.

  4. STEP 4

    Findings

    We rate each area and estimate the cost to fix what we find.

  5. STEP 5

    Readout

    We walk the deal team through the findings and the written report.

Access and confidentiality

We need read access to source code repositories, architecture and system documentation, cloud or hosting environments, and time with the target's technical leads. All of it happens under NDA and your deal's confidentiality terms, and we work only with the people you approve. Findings go to the deal team, not the target, unless you decide otherwise.

THE DELIVERABLE

What You Receive

The deliverable is a written report of findings and recommendations, built to answer investment questions rather than fill a checklist. Each area is assessed for risk, and each issue comes with a recommendation, the level of effort to resolve it, a remediation cost estimate, and a timeframe. A short executive summary leads, followed by the technical detail. We close with a readout so the deal team can ask questions before signing.

  1. 01Executive summary
  2. 02Risk assessment for each area
  3. 03Recommendation, effort, cost estimate, and timeframe for each issue
  4. 04Technical detail
  5. 05Readout with the deal team

POST-CLOSE

From Diligence to the 100-Day Plan

Because the engineers who ran the diligence can also do the work, the findings turn directly into a 100-day plan for the private equity owner. After close, that work can include legacy application modernization, an AI readiness assessment to find value creation opportunities, or Software Project Rescue when a critical project has stalled. Nothing gets lost between the report and the fix. Senior US-based engineers lead our builds, with nearshore support available for ongoing work.

RESULTS

Portfolio Company Results

JBS Dev has worked with 12 portfolio companies of one mid-market PE firm.

"JBS feels more like an extension of our internal team than a traditional vendor relationship."

Scott Bentzel
Senior IT Leader, AmeriVet Partners

COST AND TIMELINE

What Drives Technology Due Diligence Cost and Timeline

Technology due diligence cost and timeline depend on how much there is to review and how quickly the target can provide access.

  1. 01Size and age of the codebase
  2. 02Number of systems and products in scope
  3. 03Access to code and people
  4. 04Depth of security review

How cost is set

We price diligence after a short scope call, once we know the systems in scope, the size of the codebase, the access available, and the deal timeline. That call produces a fixed quote or an estimate before any work starts, so there are no budget surprises in the middle of a deal.

WHY JBS DEV

How to Choose a Technology Due Diligence Partner

Diligence reports are easy to fill with checklists and hard to fill with judgment. Here are four questions to ask any technology due diligence partner, and how we answer them.

Will senior engineers read the code, or will juniors fill out a checklist?
Senior engineers read the code. Engagements are led by senior engineers and technical leaders who can make architecture, integration, and security decisions directly. Senior US-based engineers lead our builds, with nearshore support available for ongoing work.
Can they quantify the cost to fix what they find?
Yes. Every finding comes with a recommendation, the level of effort to fix it, and a cost estimate, so the deal team can weigh it against the price and the 100-day plan.
Can they move at deal speed?
Yes. We scope the tech due diligence to your deal timeline on the first call, and senior engineers make decisions directly, with fewer handoffs. If the timeline can't support the depth you need, we'll tell you before we start.
Can they do the work after close?
Yes. The engineers who ran the diligence can lead the fixes, from modernization to AI to rescuing a stalled project, so nothing is lost between the report and the work.

FAQ

Technology Due Diligence FAQs

What does technology due diligence include?

Technology due diligence reviews a target's architecture and scalability, code quality and technical debt, security, infrastructure and cloud cost, data and AI readiness, integrations, licensing and IP, and team and delivery process. The goal is to tell the buyer whether the technology supports the investment thesis, what could break, and what it will cost to fix.

How long does technology due diligence take?

It depends on scope and access, and we set the schedule on the scope call to fit your deal timeline. A single product with ready access to code and people moves faster than several systems or a target slow to share documentation. We'll tell you up front if the timeline limits how deep we can go.

How much does technology due diligence cost?

It depends on scope: the size and age of the codebase, the number of systems, the access available, and how deep the security review goes. A short scope call produces a fixed quote or an estimate before any work starts, so you know the cost before the clock is running on your deal.

What's the difference between technical due diligence and IT due diligence?

Technical due diligence focuses on the product: architecture, code quality, technical debt, and scalability. IT due diligence focuses on the company's internal systems and infrastructure, such as networks, hosting, licenses, and security controls. Software-dependent deals usually need both, because a strong product on weak infrastructure is still a risk.

Do you review the source code itself?

Yes. Reading the code is how we see technical debt, test coverage, security practices, and how hard the system will be to change. Interviews tell you what the team believes; the code shows what's actually there. All code access happens under NDA.

What do you need from the target company?

Read access to source code repositories, architecture and system documentation, cloud or hosting environments, and time with the target's technical leads. We agree on the list during the scope call, and everything happens under NDA and your deal's confidentiality terms.

Can you help the portfolio company after close?

Yes. The same senior engineers who ran the diligence can turn the findings into a 100-day plan and do the work: legacy application modernization, AI readiness and value creation, or Software Project Rescue for a stalled project.

Contact

Evaluating a Deal?

Tell us what you're trying to build, modernize, automate, or fix. We'll help you understand the practical path forward.

Call 888.421.1155