How to Assess Technological Potential Before an Acquisition
Before closing an acquisition deal, there's one crucial question that must be answered: Is this company’s technology truly ready to support its projected growth? This is where Technical Due Diligence plays a critical role, providing a comprehensive view of the company’s tech capabilities.
Technical Due Diligence goes beyond checking whether the software “works.” Its real purpose is to evaluate whether the technology can scale, adapt, and remain relevant over time. A well-executed technical due diligence allows you to move past the surface and uncover the factors that are enabling or could hinder future value delivery post-acquisition.
Key areas include:
- Architecture and scalability - Can the tech foundation grow without becoming a bottleneck?
- Code quality and technical debt - How maintainable is the system, and what effort will it take to support it?
- Development and operational processes - Can the team deliver quickly and reliably without relying on “hero” developers?
- Team capabilities - Is knowledge shared or siloed, and does the business rely heavily on key individuals with no clear backup?
- Hidden risks - From security flaws and poorly managed licenses to fragile deployment practices.
Conducting a Technical Due Diligence helps identify barriers to growth, anticipate the real cost of integration, uncover invisible risks, and adjust expectations with clear, data-backed insights. Often, the findings from this analysis can shift the entire direction of the deal leading to renegotiations, changes in strategy, or even the decision to walk away.
What Is a Technical Due Diligence?
Technical Due Diligence is a strategic tool used to validate whether a company’s technology can support the future envisioned by the investment. Unlike legal or financial due diligence, it focuses on the technical side of the business, from systems and processes to the key people behind them.
In companies where the product is the business (such as SaaS platforms, marketplaces, or tech-enabled business service providers), this analysis can mean the difference between acquiring a promising idea and acquiring a solid technological foundation.
What does a Technical Due Diligence assess?
Technical Due Diligence is far more than a basic technical audit. It’s a deep dive into the company’s technology infrastructure, evaluating whether the digital engine powering the business can sustain its projected growth. It’s not just about whether the system works today but whether it can scale, evolve, and remain resilient over time.
Key components typically analysed include:
- Source code and technical quality - Maintainability, scalability, test coverage, technical debt, design patterns, and technologies used.
- Architecture and dependencies - Scalability, critical coupling, third-party integrations, and alignment with business goals.
- Development and operations processes - CI/CD practices, presence of staging environments, DevOps culture, monitoring capabilities, and deployment agility.
- Technical team capabilities - Knowledge distribution, reliance on key individuals, process maturity, and technical autonomy.
- Product maturity - Level of market validation, roadmap clarity, user experience, and adaptability.
- Regulatory compliance - Review of GDPR practices, license management, and applicable frameworks (ISO, PCI-DSS, etc.).
- Infrastructure and security - Cloud architecture, operational resilience, cybersecurity posture, and risk exposure.
- Intellectual property - Ownership and protection of technological assets and rights associated with the software.

Why does it directly impact the investment decision?
A well-executed Technical Due Diligence has the power to reshape how a deal is viewed. The insights it provides allow for a more accurate and objective understanding of the technology, enabling informed, realistic decisions. With this visibility, it becomes possible to:
- Renegotiate the price or adjust provisions based on the actual state of the software and infrastructure.
- Accurately estimate integration or modernisation costs, anticipating necessary investments from day one.
- Redirect the deal strategy toward a more viable and sustainable growth path.
- Clearly decide whether to move forward, pause, or rethink the transaction, avoiding commitments that are difficult (and costly) to reverse later on.
In some cases, the technical assessment confirms that the investment is solid and scalable. In others, it uncovers critical weaknesses that require a strategic shift or even walking away from the deal altogether. But in every case, the value remains the same: it brings certainty to a space where assumptions can be expensive.
How is a Technical Due Diligence structured?
For strategic decisions to be truly well-informed, it's not enough to surface good finding, it must follow a clear and consistent structure. While every company has its own unique challenges, the process is generally organised into the following stages to build a complete and actionable view of the business's technical landscape:
- Interviews with key stakeholders: CTOs, product leads, tech team leaders, and other relevant voices provide critical context and strategic perspective.
- Code and architecture review: A deep dive into the current state of the software, existing technical debt, automation levels, and adherence to best practices.
- Assessment of processes and tools: Examining operational efficiency, team agility, workflows, and the maturity of continuous delivery practices.
- Team and knowledge analysis: Evaluating team structure, key talent, technical documentation levels, and risks related to knowledge silos or dependency on specific individuals.
- Product analysis: Reviewing functional evolution, market validation, clarity of product vision, and potential bottlenecks that may limit scalability.
This process is approached holistically, from the initial technical assessment to post-acquisition execution with a focus on continuity, transformation, and long-term value creation. This may include tech modernisation, change management, team enablement, and strengthening technical and organisational processes.
Identifying risks is just the first step; what truly transforms an acquisition is knowing how to address them and turn them into growth opportunities.
![[EN]_4_Structure of a Technical Due Diligence (TDD)](https://www.codurance.com/hs-fs/hubfs/1_Social%20Media%20-%20Spanish/2025/Pillar%20Pager%20Tech%20Due%20Diligence/%5BEN%5D_4_Structure%20of%20a%20Technical%20Due%20Diligence%20(TDD).png?width=892&height=446&name=%5BEN%5D_4_Structure%20of%20a%20Technical%20Due%20Diligence%20(TDD).png)
Legacy Software and Acquisition Risk
Not all legacy software carries the same level or type of risk during an acquisition. Understanding the technical nature of legacy systems is essential to anticipate modernisation efforts and make informed decisions from the very first analysis. Classifying systems based on their complexity and strategic value allows for the creation of a realistic roadmap and helps align technical priorities with the deal’s objectives.
Within this context, we typically encounter several categories of software that present different risk levels and require tailored approaches:
Common Types of Software
- Simple software: Characterised by low code volume, minimal technology dependencies, and stable functionality. While modernisation tends to be more straightforward, it shouldn't be underestimated. This kind of software often hides accumulated technical debt or poor design decisions that can create future friction. Identifying these weak spots early helps avoid costly surprises down the road.
- IP-rich software: Involves applications that encapsulate critical business logic or key intellectual property. Here, the value lies not just in the code, but in the embedded knowledge. These solutions require a detailed evaluation of their architecture, maintainability, and ability to scale without compromising competitive advantage. The risks are both technical and organisational.
- AI-rich software: Integrates machine learning, automation, or artificial intelligence models where the risk goes beyond implementation to include governance. Reviewing data traceability, model versioning, and control mechanisms is vital to avoid regulatory or quality issues. A well-executed AI audit can prevent future compliance and performance challenges.
- Software providers: These are companies whose core product is commercial software delivered to third parties. In this case, code robustness, modularity, deployment strategy, and technical support quality directly impact customer experience, reputation, and overall business viability. Evaluating the quality of the software and its supporting infrastructure is key to ensuring a consistent, reliable user experience post-acquisition.
![[EN]_1_4 Common Software Types](https://www.codurance.com/hs-fs/hubfs/1_Social%20Media%20-%20Spanish/2025/Pillar%20Pager%20Tech%20Due%20Diligence/%5BEN%5D_1_4%20Common%20Software%20Types.png?width=892&height=446&name=%5BEN%5D_1_4%20Common%20Software%20Types.png)
How to Manage Legacy Software Risk in Acquisitions
The above classification allows for prioritising efforts, anticipating bottlenecks, and allocating resources more efficiently. While a simple solution can be modernised quickly and deliver immediate value, an IP-rich product will require a progressive transformation focused on preserving the knowledge that makes it valuable.
Aligning this approach with the strategic intent of the deal, whether it’s to scale, integrate, or reinvent, optimises technical investment and reduces the risk of post-acquisition disruptions. At Codurance, we guide this process from start to finish, ensuring that every technical decision serves the business and its sustainable growth.
Modernise or Replace?
Deciding whether to modernise or replace a legacy system is a strategic decision that requires thorough analysis. It's not just about the cost of transforming the system, but also about how much value it can continue to generate for the business and the impact of keeping it unchanged. To make this decision with sound judgment, several factors should be considered from the outset:
System's Differentiating Value:
If the software encapsulates critical business logic or a competitive advantage that is difficult to replicate, modernising is usually a more cost-effective option than replacing it. Modernisation usually allows you to preserve the system's unique value and leverage existing assets.
Technical Condition:
It’s essential to assess how outdated the current technology is and whether it allows for scalability, easy integration with new environments, or adaptation to market changes such as the ability to adopt emerging AI solutions. An outdated system could limit flexibility and the ability to respond to new challenges, justifying its replacement.
Opportunity Cost:
Maintaining a legacy system can come with hidden costs, such as stifling innovation or losing efficiency. This opportunity cost may be even higher if the system limits the ability to adapt to new market or customer needs.
External Dependencies:
Third-party integrations, sector-specific regulations, or ties to particular vendors can limit flexibility and impact both the modernisation and replacement of the system. These external dependencies should be carefully assessed before making a decision.
Evaluating Cost-Benefit
Beyond the technical analysis, it’s crucial to conduct a realistic cost-benefit evaluation. This includes considering not only the development effort but also:
- Current maintenance and support costs.
- The time and resources required to adapt the system to new needs.
- Technical and business risks associated with the change, such as disruptions, knowledge loss, or steep learning curves.
- Potential benefits such as faster delivery, scalability, automation, error reduction, and operational efficiency.
Alignment with Post-Acquisition Goals
All of this should be measured in light of the strategic objectives the acquisition aims to achieve. Modernising or replacing a system is not the end goal but a means to achieve something greater. These objectives may include:
- Rapid scaling.
- Efficient integration of operations.
- Structural cost reduction.
- Development of new digital services.
Technical and Strategic Criteria
It’s vital to work closely with both technical and business teams to ensure that each decision aligns with the long-term vision. The goal is to build systems that are sustainable, flexible, and capable of supporting continuous growth. In technology, what matters is not just what you change, but why you change it.
How Modernisation Drives Real Value After an Acquisition
Imagine a newly acquired company: strategic ambition, new goals, and a latent pressure to deliver immediate results. In this scenario, technology can either become a springboard for growth or a trap that limits progress. When approached with a strategic vision, technological modernisation transforms into a true value driver, capable of accelerating integration, unlocking growth potential, and eliminating barriers to innovation. But how is this achieved in practice?
Enabling Growth and Expansion
A modern infrastructure not only supports the business but propels it forward. It enables frictionless scaling, faster product launches, and the agility to adapt to new strategic directions. In post-acquisition contexts, where expansion plans are often ambitious, having systems that can keep up with that pace is key to meeting objectives without delays.
Easier Integration
In every acquisition, there’s an inevitable clash of systems. Modernisation softens this impact by allowing for the exposure of services, decoupling of components, and adoption of common technological standards. The result? Better communication between teams, smoother technology integration, and operations moving forward without redundancies or bottlenecks.
Time-to-Market and Team Autonomy
In increasingly dynamic markets, speed is a competitive advantage. Adopting modern architectures (such as micro-services, well-defined APIs, or CI/CD pipelines) enables teams to operate more independently, reducing the gap between an idea and its launch. This translates into a more agile response to business needs.
Reducing Technical Debt as a Competitive Advantage
Technical debt is not just a legacy of the past; it’s a real roadblock to the future. Modernisation helps clear the path: it improves software quality, simplifies maintenance, reduces operational costs, and frees teams to focus on what truly generates value. The result is greater sustained innovation capacity.
Strategy from Day One
In an acquisition process, every minute counts. Acting from the very first analysis with a well-defined modernisation strategy can make the difference between a transformative impact and a process full of obstacles. Designing a roadmap aligned with business objectives is crucial to ensuring tangible results from the start, minimising risks, and maximising the return on technological investment.
Modernisation Roadmaps: How to Go from Vision to Action
Modernisation is not a ‘big bang’. Every transformation begins with an intention. But turning that intention into reality requires more than inspiring ideas: it needs clear direction, defined priorities, and a solid modernisation roadmap. In an acquisition process, where time is critical and legacy systems are a bottleneck, a well-designed roadmap is the bridge between business potential and the delivery of tangible value.
Breaking the Process into Realistic Phases
Effective modernisation is not a sudden change but a well-structured process. It’s not about rewriting everything at once or applying makeshift solutions. True progress comes from knowing where to start and what to prioritise.
Post-acquisition value creation typically begins with a set of tactical actions designed to deliver quick wins and build trust in the transformation process. This often includes decoupling critical modules, improving observability, updating outdated libraries, or removing technical bottlenecks.
As the transformation advances, the focus shifts to core systems: refactoring workflows, aligning teams, and optimising the architecture to support scalability and resilience. This is where the foundation for long-term value is established.
Eventually, the emphasis moves towards strategic evolution - replatforming, rewriting key services, or selectively replacing legacy components to enable future growth. While the timing of each phase may vary depending on the context, aligning efforts with the company’s strategic goals and the investor’s value creation timeline, often structured as a 100-day plan, is essential to unlocking full potential.
Using Metrics to Measure Continuous Improvement
A modernisation without metrics is like navigating without a compass. For each phase to deliver real value, it’s key to measure, adjust, and evolve based on data. Here are some essential metrics:
- Lead time: Measures how fast an idea becomes available functionality.
- Deployment frequency: Indicates how often we deliver value to the business.
- Change failure rate: Assesses how many changes generate avoidable errors.
- Mean time to recovery: Shows how agile the response is when failures occur.
These metrics are not bureaucracy. They are signals that help minimise risks, detect deviations, and maximise the impact of each action.
![[EN]_5_Modernisation Roadmaps](https://www.codurance.com/hs-fs/hubfs/1_Social%20Media%20-%20Spanish/2025/Pillar%20Pager%20Tech%20Due%20Diligence/%5BEN%5D_5_Modernisation%20Roadmaps.png?width=892&height=268&name=%5BEN%5D_5_Modernisation%20Roadmaps.png)
Minimising Risks During Transition
Modernisation is not about breaking things; it’s about transforming with security. The most successful organisations apply practices that reduce uncertainty and protect the user experience:
- Feature toggles: Activate new features only when they are ready.
- Canary releases: Deploy changes in small batches before rolling them out broadly.
- Automated testing and parallel environments: Prevent unwanted regressions.
- Observability from the start: Allows you to see, understand, and act in real time.
From our experience, we know that modernisation is not just a technical challenge; it’s a lever to accelerate value creation post-acquisition. That’s why we not only design the roadmap but execute it alongside our clients, ensuring every step aligns with strategic goals. With modern practices in architecture, engineering, and agility, we turn an ambitious vision into tangible reality.
KEY TAKEAWAYS:
Before closing an acquisition, it’s crucial to understand whether the company’s technology can scale, integrate, and sustain the growth it promises. Technical Due Diligence helps anticipate hidden risks, evaluate the technical maturity of the product, identify operational bottlenecks, and estimate the actual effort required for integration or modernisation. More than just an audit, it is a strategic tool that turns uncertainty into evidence, enabling investment decisions to be made with a clear, realistic vision aligned with the business’s future value.
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