Previously published on Forbes on 3/18/2022
Over the past couple of years, I’ve led, in collaboration with other CTOs in my company, about 50 technical due diligence reviews, primarily for the benefit of venture capital firms and sometimes for M&A deals. The target companies ranged in maturity from early stage to a hundred million dollars in revenues.
Occurring after a term sheet has been signed and before the full contract is executed, a proper technical due diligence review is far more than an evaluation of a snapshot in the life of a company. It evaluates the ability of the target company’s technical team to deliver the technology that underlies the growth objectives of the company in the next two years.
Having performed these technical due diligence reviews across a variety of industries and company sizes has allowed us to empirically identify patterns, which I’m sharing here in a series of articles for the benefit of founders, CEOs, CTOs, investors and acquirers. My goal is to help each participant be more effective in these situations. In this first part of the series, I’ll start with founders, CEOs and CTOs.
1. Embrace the technical due diligence process.
First, technical due diligence is good news: It means that an investor, or acquirer, is committed to investing in your company. Furthermore, the presumption about the technology is positive—after all, it got you this far.
Don’t ruin this positive vibe by being coy with information or holding back on providing detailed information about your technology and what makes it unique under the guise of protecting the company’s intellectual property (Europeans companies seem more prone to doing this). NDAs protect you. Withholding information simply causes more questions and, thus, more emails and more time on Zoom.
In the worst case, resisting standard requests for information raises questions on what you have to hide. Said differently, it’s impossible for your technical due diligence review provider to provide good recommendations on something they haven’t seen.
In fact, the worst conclusion that we can report to our clients is that the target company doesn’t have any differentiated intellectual property. Consequently, rather than be secretive about your algorithms and technology, “sell” your review provider on how innovative you are. Impress them, and they’re likely to share their enthusiasm with your investors.
2. Use technical due diligence to your advantage.
There’s no right or wrong architecture. By definition, the current architecture is pretty good because it allowed your company to grow to this stage. During the many technical due diligence reviews we’ve performed, we’ve seen the same categories of problems solved successfully with different technical stacks. A good technical due diligence review provider should be polyglot and agnostic. What matters is its understanding of the strengths and weaknesses of the technical stack and how it needs to evolve based on how the business will evolve.
We also know from personal experience that nothing is ever perfect, particularly in a high-growth company. What matters is to demonstrate the awareness of what works and what doesn’t, as well as the decision-making process that’s guided trade-offs over time.
Granted, having to provide documents and answer questions for the technical due diligence review may seem like a huge waste of time. But how often do you get a chance to have experienced peers review your architecture, code, processes and tools? Most CTOs we work with tell us that they learn a lot from the questions that are asked. A question like, “What factors led to the selection of a given framework?” implicitly guides the discussion toward whether these factors will be relevant in the next two years and whether others need to be included as well.
3. Technical due diligence is all-encompassing.
Investors care less about your current state than whether you have a realistic assessment of it (including the problems you haven’t yet solved) and of what it will take to meet the growth numbers you posted in the pitch deck. A good technical due diligence review provider will evaluate the team (the CTO, specifically) as well as the technology.
Sharing how you think, your approach to problem-solving and how trade-offs are made among budget, features, time and resources shows that you’re open and confident. In addition, it lays a solid foundation for the working relationship with the investors over the next three to 10 years. This is similar to job interviews: The interviewer cares more about how you think about a problem than whether you’ve memorized the correct answer.
4. Technical due diligence is nonbinary.
As mentioned, technical due diligence occurs between the signing of the term sheet and that of the contract—in other words, after the deal has already been made. The investors, or acquirers, really want the deal to happen. They don’t ask our opinion about the deal. They just want us to help them paint a picture of what the technology journey will be over the next two years.
In cases in which we’ve suggested that the CTO has reached their peak or the software needs to be rewritten, this has rarely canceled a deal. Instead, investors may decide to reduce their pre-money valuation, increase their investment amount (e.g., to pay for the rewrite) or rework the business plan with the management team. Very rarely do they walk away from the deal, and to our knowledge, it’s never because of technology only.
5. Technical due diligence is forward-looking.
Technical due diligence is the start of the collaboration between the CEO, CTO and the future board members. As technical leaders, you’ll want to demonstrate that you understand the needs of the business and how to architect the technology, team, tools and processes to support these needs over the next two years.
As I’ll illustrate in a forthcoming article in this series, technical due diligence should be considered not as a test but as an opportunity to have a conversation about what lies ahead. Ideally, this conversation should take place internally prior to fundraising, which will likely result in a smooth technical due diligence review.