By Robbert van Os
Posted on 2023-09-02T00:00:00.000Z

The Power of Technical Software Due Diligence

Explore the significance of technical software due diligence in making informed acquisition decisions, enhancing security, and optimizing performance.

In today's technology-driven world, software plays a pivotal role in the success of businesses. From streamlining operations to enhancing customer experience, the right software can make a significant difference. However, when it comes to acquiring software, there are often hidden secrets that can impact its performance, security, and overall value. That's where technical software due diligence comes into play.

Technical software due diligence is a comprehensive process of evaluating the technical aspects of a software solution before making a business transaction, such as an acquisition or partnership. It involves analyzing the software's architecture, source code, security measures, third-party dependencies, documentation, and support infrastructure to uncover any potential risks or areas for improvement.

Why Conduct Technical Software Due Diligence?

Conducting technical software due diligence provides numerous benefits:

  • Minimizes risks of acquiring software with critical issues by uncovering weaknesses and vulnerabilities early on. This avoids costly surprises down the line.
  • Identifies potential areas for optimization and improvement within the software solution by analyzing the architecture, code, and development practices.
  • Ensures compliance with legal and regulatory requirements by evaluating security, data protection, and coding standards. Mitigates legal risks.
  • Mitigates security risks by assessing access controls, encryption, and incident response. Ensures protection of sensitive data.
  • Enhances overall value and performance of software by addressing issues, optimizing code, and ensuring compliance. Maximizes ROI.

The Technical Due Diligence Process

Technical software due diligence typically involves assessing architecture, code quality, security, third-party dependencies, and support. Its scope can vary based on budget, time, and the availability of expertise; these examples may change accordingly:

  • Assessing the software architecture and infrastructure to evaluate scalability, performance, and integration capabilities.
  • Examining source code quality, structure, documentation, and development practices to identify flaws.
  • Evaluating security measures like access controls, encryption, and vulnerability management procedures.
  • Reviewing third-party dependencies and licensing agreements to ensure compliance.
  • Analyzing documentation and support channels to ensure sufficient resources for implementation and maintenance.
  • Inspecting maintenance and update procedures to gauge the vendor’s commitment to continuous improvement.

Key Components of Diligence

Assessing Architecture and Infrastructure

Software, akin to buildings, requires a distinct blueprint that refines with more users and usage.

  • Blueprint Insights: Delving into the architecture uncovers how components intertwine, setting expectations for system scaling.

  • Scalability and Performance: Ensuring the system's preparedness for both present and upcoming user demands is vital.

  • Integration: Given that software often interfaces with other systems, seamless integration is paramount.

  • Special Requirements: Depending on its purpose, some applications might have unique needs. E.g., medical applications demand superior security.

A pivotal reminder: Even a top-tier architecture can stumble without the right market validation. Balancing technical robustness, market relevance, and domain-specific needs is essential.

Examining Source Code and Development Practices

Reviewing source code helps detect potential flaws affecting system stability, security, or performance. However, the efficacy of such reviews varies based on:

  1. Abstraction Level: Modern coding often employs high-level abstractions. This can shift the focus of a traditional code review, especially when relying on third-party tools.

  2. Company Phase: Early-stage startups might prioritize speed over code perfection, whereas mature companies could face complex legacy code issues.

  3. Financial Resources: Companies with ample resources often have rigorous testing and review processes. In contrast, startups might compromise due to budget constraints.

  4. Development Practices: A company's approach to documentation, testing, and reviews can indicate its commitment to long-term software quality.

Evaluating Security Measures

Security considerations hinge on a company's phase, budget, and the software's intent.

  • Basic Checks: Evaluating access controls, encryption, and vulnerability approaches reveals foundational protection.

  • Company Phase & Costs: Early ventures, constrained by budget, might lean on established best practices over detailed audits.

  • Evolving Priorities: As companies mature, heightened security scrutiny, especially in sensitive areas, becomes imperative.

Striking a balance between security imperatives, company resources, and software purpose is essential.

Reviewing Third-Party Dependencies

Third-party tools expedite development but pose challenges.

  • Inventory: Mapping all tools, notably in intricate systems.

  • Licensing: Upholding compliance wards off legal troubles.

  • Security: Continual updates shield against external threats.

  • Process Audit: Grasping the company's update and tracking regimen.

Balancing the perks and pitfalls of third-party tools demands vigilant management.

Analyzing Documentation and Support

Software success hinges on user empowerment and resource availability.

  • Documentation: A robust manual for the software, aiding users in harnessing its full scope. Ensures knowledge continuity, easing the transition for new team members.

  • Support Resources: Vital for addressing technical challenges, clarifying user doubts, and streamlining operations.

  • Knowledge Safeguarding: Relying on a few for expertise is perilous. Spreading knowledge and solid documentation ensures stability amidst team changes.

Maximized software value comes from well-informed users and dependable resources.

Real-World Success Stories

Microsoft acquired a company using proprietary software critical to operations. Technical due diligence uncovered performance bottlenecks and security vulnerabilities in the software’s code. Microsoft addressed these with the vendor before the merger, enabling successful integration.

Apple partnered with a vendor after due diligence confirmed the software architecture was robust and secure with high-quality code. The insights gained allowed Apple to negotiate favorable terms and establish a strong vendor partnership.


Technical software due diligence provides a deeper understanding of the software's capabilities, risks, and areas for improvement. Thoroughly evaluating architecture, code, security, dependencies, documentation, and support empowers organizations to:

  • Make informed software acquisition and partnership decisions
  • Negotiate optimal terms and pricing
  • Ensure software aligns with strategic needs and requirements
  • Identify and address issues prior to implementation
  • Maximize the value derived from software investments

By investing time and resources into technical due diligence, businesses can confidently integrate software solutions, mitigate risks, achieve compliance, enhance security, and drive success.