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September 17, 2025

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Technology due diligence in an acquisition should give you three essentials: a clear understanding of the risks in the target’s technology, a realistic view of how those risks influence valuation, and a set of recommendations you can act on once the deal closes. A solid review exposes weaknesses in infrastructure and code, highlights issues in intellectual property and security, and ties each finding to cost and effort. The outcome is not just awareness of problems but practical strategies to strengthen performance, manage risk, and ensure the technology can support future growth.

The scope of work should reflect the size and nature of the deal. A small acquisition might only require a focused review of code quality, the resilience of the development team, and basic security measures. A larger or regulated target usually calls for a broader assessment that covers architecture, compliance, scalability, and long-term sustainability.

This guide is designed to help you decide how deep to go, what to expect from providers, and how to align the diligence process with the complexity of the business you are evaluating.

Key Differences: SMB vs. Enterprise Tech Due Diligence

The principles of tech due diligence don’t change: you want clarity on risks, an understanding of how they affect valuation, and practical recommendations for what to do next. What changes between SMBs and enterprise deals is the scale, depth, and expectations around each of those outcomes.

Scope

SMBs usually involve one or two core systems and a small team, so reviews go deep into code, infrastructure, and ownership. Enterprises demand breadth — dozens of systems, multiple integrations, and layered compliance requirements.

Cost and Time

SMB reviews typically run two to four weeks with budgets in the $20K–$50K range. Enterprise projects stretch to months and often cross into six figures, covering security, scalability, and integration planning.

Evidence

SMB diligence leans on direct access — code, cloud dashboards, and conversations with founders. Enterprise work relies more on data rooms, documents, and multi-team interviews, which brings structure but less immediacy.

Integration

For SMBs, integration risk might mean whether a SaaS app plugs into your stack. In enterprises, it’s a full program of data harmonization, platform consolidation, and IT governance across regions.

Red Flags

SMBs often face deal-killers like single-developer dependency, unowned IP, or fragile infra. Enterprises surface systemic issues — outdated architecture or fragmented security — that usually trigger valuation changes or big integration budgets rather than outright cancellation.

Partner Fit

SMBs benefit from lean, senior teams that can move quickly. Enterprises need firms with the scale to cover multiple domains and coordinate parallel workstreams. In both cases, the aim is the same: identify what’s broken, estimate the cost to fix it, and decide whether the technology can support the business plan.

Buy-Side Tech Due Diligence — SMB vs Enterprise

Dimension SMB Deals Enterprise Deals
Scope Deep dive into a few core systems, codebase, and infrastructure. Broad review across dozens of systems, platforms, and global processes.
Cost & Time 2–4 weeks, typically $20K–$50K depending on complexity. 2–3 months or more, often six-figure budgets across multiple workstreams.
Evidence Style Direct code access, cloud dashboards, and conversations with 1–2 key people. Structured data rooms, policy documents, cross-department interviews.
Integration Focus Basic compatibility with buyer’s stack, simple data export/import checks. Full-scale IT integration planning: data harmonization, platform consolidation.
Typical Red Flags Single-developer dependency, unowned IP, fragile infra, lack of documentation. Outdated architecture, fragmented security practices, multi-region compliance gaps.
Impact of Red Flags Can kill a deal outright if critical risk is found. Rarely cancel deals; instead adjust valuation or expand integration budget.
Budget Sensitivity Buyers need lean, fixed-price packages; over-engineering risks deal economics. Larger spend accepted as necessary to protect billion-dollar investments.
Partner Profile Small, senior team (ex-CTO + security/infra specialists). Multi-disciplinary teams: compliance experts, architects, industry specialists.
Output Practical roadmap for immediate fixes and cost estimates for remediation. Multi-year modernization and integration program with staged budgets.

Choosing a Tech DD Partner for SMBs: Profiles and Fit

Different firms bring different strengths to the table. Some concentrate on code and infrastructure, others on compliance, integration, or sector-specific risks. The profiles below highlight where each provider tends to add the most value in SMB transactions.

MEV – product-minded and outcome-focused

MEV approaches technical due diligence with the mindset of an engineering partner. Reviews look at architecture, scalability, code quality, and infrastructure, but the main focus is on how these factors affect cost, delivery speed, and integration effort. Findings are tied directly to business consequences — for example, how much it will take to resolve technical debt, whether the system can support future growth, or what risks may delay product delivery. This approach makes the results actionable for buyers who need to balance technology health with financial and operational goals.

System Verification – quality/testing specialists

Strong background in QA and test engineering. Well-suited to situations where the durability and maintainability of the software are major concerns.

Techrivo – fintech compliance lens

Niche expertise in fintech and regulated environments. Emphasizes compliance checks, security posture, and process maturity alongside standard technical assessment.

Liberty Advisor Group – IT + business integration

Blends IT due diligence with wider business analysis. Useful for buyers who want to see technology risks in the context of operational dependencies and financial exposure.

Upsilon IT – startup-focused frameworks

Applies structured checklists and frameworks geared toward early-stage companies. Reviews often highlight team practices, scalability limits, and immediate technical debt.

Crosslake Technologies – large-scale benchmarks

Draws on data from a large volume of past transactions to benchmark technology maturity. Often engaged by investors who want comparative metrics to support valuation.

Mad Devs – engineering-heavy approach

Takes a hands-on view of code, infrastructure, and development practices. Best applied when the main concern is technical debt, maintainability, or bottlenecks in delivery.

Vysus Group – industrial/asset-heavy tech

Focuses on technology tied to physical assets and industrial systems. Reviews emphasize risk management, resilience, and continuity in asset-heavy sectors.

Zartis – EU M&A consulting

Active in European transactions. Provides due diligence with attention to cross-border regulatory and organizational factors in addition to technical assessment.

VisionX – AI/ML emerging market reviews

Concentrates on companies positioning AI/ML as a differentiator. Reviews typically test whether the claimed capability is technically sound and sustainable.

Top Tech Due Diligence Firms — Focus & Fit

Firm Primary Focus Best Fit Strengths Link
MEV Product-minded, outcome-focused DD across architecture, code, infra, scalability SMB and mid-market buyers who need findings tied directly to business impact Connects technical risks to financial and operational consequences; highlights cost of fixes, growth readiness, and integration effort MEV
System Verification Software quality and testing Buyers concerned with long-term software reliability and maintainability Deep QA and test engineering expertise; surfaces hidden defects and process weaknesses System Verification
Techrivo Fintech and regulated industries Acquisitions in financial services, banking, or compliance-heavy markets Strong focus on security, regulatory checks, and process maturity in addition to technical review Techrivo
Liberty Advisor Group IT and business integration Buyers needing tech risks framed in terms of operations and financial exposure Combines IT diligence with business impact analysis; helps connect findings to deal value and integration Liberty Advisor Group
Upsilon IT Startup-focused frameworks Early-stage acquisitions and smaller SMBs Checklist-driven approach; highlights immediate risks in code quality, scalability, and team practices Upsilon IT
Crosslake Technologies Benchmark-driven assessments Private equity buyers or investors needing comparative data Uses large transaction database to benchmark maturity; strong for valuation context and scalability analysis Crosslake Technologies
Mad Devs Engineering-heavy analysis Deals where code and infrastructure quality are primary concerns Detailed checklists; deep engineering expertise in technical debt, maintainability, and DevOps Mad Devs
Vysus Group Industrial and asset-heavy technology Energy, infrastructure, and manufacturing acquisitions Focus on technology tied to physical assets; emphasizes resilience, continuity, and operational risk Vysus Group
Zartis European M&A consulting Buyers active in EU transactions Strong knowledge of EU regulations and cross-border integration challenges Zartis
VisionX AI/ML capability review SMBs claiming AI/ML as a differentiator, especially in emerging markets Tests whether AI/ML claims are technically sustainable and aligned with business value VisionX
Expected Deliverables in Technical Due Diligence

Expected Deliverables

A good technology due diligence engagement should leave you with more than a stack of technical notes. The deliverables need to answer three business questions: what risks exist, what those risks mean for value, and what actions are required after closing.

At a minimum, buyers should expect:

  • Executive summary — a clear overview of the most material risks, often with traffic-light ratings to show critical, medium, and minor issues at a glance.
  • Condition–cause–impact–recommendation analysis — findings presented in a structured format that explains what the problem is, why it exists, how it affects the business, and what to do about it.
  • Cost estimates — quantified effort or budget ranges for remediation, such as re-architecting a fragile system or bringing infrastructure into compliance.
  • Strategic recommendations — practical steps and strategies to improve performance, strengthen security, and prepare the technology for future growth.
  • Supporting evidence — documentation of code reviews, infrastructure scans, or process checks so that findings are traceable.

For smaller SMB deals, these deliverables may be condensed into a lean report with a handful of critical findings and immediate actions. Larger or regulated acquisitions usually produce more detailed documentation, including compliance checklists, architecture diagrams, and integration roadmaps.

The report is not only for investors — it should also serve as a working document for the technical team post-close, guiding the first rounds of improvement and ensuring no surprises surface later.

How to Work with Your Provider

The quality of a due diligence review depends not only on the firm you hire but also on how you engage with them. Even the best team will struggle to deliver value if access is limited or priorities are unclear.

Start by being explicit about your objectives. Are you most concerned about scalability? Security? Integration into your existing systems? A focused scope helps the provider allocate time where it matters most. If you don’t set priorities, you risk paying for work that doesn’t influence your decision-making.

Be ready to provide access. For SMBs, this often means the code repository, cloud environment dashboards, documentation (if any), and a few hours with key developers or founders. Without this level of transparency, the review will default to high-level observations rather than concrete findings.

Communication during the engagement also matters. Agree upfront on how progress will be shared — weekly check-ins, interim findings, or a simple mid-point call. This avoids surprises and allows you to steer the review if new concerns emerge.

Finally, treat the provider as a partner, not a vendor. Ask them to translate technical issues into business language. Push for clarity on what each risk means for valuation, operating costs, and integration effort. The best firms won’t just flag problems — they will help you understand which ones threaten the deal and which can be managed over time.

Final Word: Fit the Firm to the Job

No single firm is the right answer for every deal. The right choice depends on what you are buying, the risks you care most about, and the time and budget you have. Smaller acquisitions benefit from lean teams that can dig into code, infrastructure, and ownership quickly. Larger or regulated deals call for providers with the capacity to cover multiple systems, compliance regimes, and integration planning.

What matters most is alignment. A good partner will match their approach to the size and complexity of your deal and deliver findings you can use — risks tied to valuation, costs linked to remediation, and recommendations that guide the path forward. Select the firm that fits the job, and you’ll avoid wasted effort while gaining clarity where it counts.

FAQs

Yes. Beyond the audit, we can help prioritize fixes, support integration planning, and execute upgrades (architecture, cloud, CI/CD, security hardening) with clear owners, timelines, and cost ranges.


Typical SMB scope: 2–4 weeks. Timing depends on access to repos, environments, and stakeholders. Regulated targets or deeper integration planning can extend the timeline.


Read-only access to code repositories, CI/CD, key cloud accounts, and documentation (architecture, runbooks, security policies); plus interviews with engineering, product, and ops leaders.


Risk register with severity/likelihood, costed remediation roadmap, growth-readiness assessment (scalability, reliability, security), and exec summary tying technical risks to financial and operational impact.

MEV team
Software development company

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