Service

Technical Due Diligence

Investor-grade technical assessment of software companies for PE firms, VC firms, acquirers, and technical diligence teams.

The assessment investors and acquirers need

A Willowbark technical due diligence engagement gives investors and acquirers an independent, experienced view of a software company's technology, engineering team, architecture, delivery capability, and operational posture.

The value is not simply a technical report. The value is an investor-useful assessment of whether the company's technology, team, architecture, and operating model can support the investment thesis, the projected growth trajectory, and the planned operational changes that follow a transaction.

Findings are written for executive audiences. They are direct, prioritized, and tied to business implications rather than technical minutiae.

Typical engagement types

  • Pre-acquisition technical due diligence
  • Pre-investment technical assessment
  • Second-opinion or validation reviews
  • Post-close technical baseline assessments
  • Add-on or platform deal assessments
Scope

What Willowbark evaluates

Assessments are tailored to the investment thesis and the specific risks that matter for each deal. Typical evaluation areas include:

Architecture and platform

  • System design and architectural soundness
  • Scalability and performance headroom
  • Technical debt and modernization risk
  • Build vs. buy decisions and dependencies

Engineering team and capability

  • Team structure, size, and composition
  • Engineering leadership quality
  • Key person risk and retention
  • Hiring posture and talent pipeline

Delivery and development practices

  • Development and release processes
  • Quality practices and test coverage
  • Engineering velocity and predictability
  • Product and engineering alignment

Cloud, DevOps, and infrastructure

  • Cloud architecture and cost profile
  • Infrastructure automation and reliability
  • Observability and incident response
  • Deployment frequency and stability

Security and resilience

  • Security posture and controls
  • Compliance and regulatory readiness
  • Data handling and access controls
  • Business continuity and disaster recovery

Data and AI readiness

  • Data architecture and data quality
  • Analytics and reporting maturity
  • AI and ML capability, if applicable
  • Data as a competitive asset or liability
Deliverables

What investors receive

Deliverables are written for investment committee consumption and executive decision-making. They are structured to support due diligence processes, not to impress with technical vocabulary.

  • Executive summary of technical risk and capability
  • Prioritized findings tied to business implications
  • Assessment of team, architecture, and operational maturity
  • Identification of red flags, key risks, and open questions
  • 100-day and longer-term technical recommendations
  • Verbal debrief and Q&A session with deal team

The format and depth of deliverables are calibrated to timeline and deal stage. Express assessments and phased approaches are available.

Timing

When to engage

Technical due diligence is most valuable when engaged early in a transaction process, before LOI if possible, to allow findings to inform deal structure, pricing, and negotiation.

Later-stage engagement is also effective for validation, second opinions, or post-LOI confirmation. Willowbark is experienced in working within compressed deal timelines.

Willowbark can coordinate directly with the target company, the deal team, or both, depending on the stage and structure of the process.

Engagement scope

How engagements are scoped

Engagements are scoped around the decision at hand. Work may range from a focused review of a single software company to a broader assessment covering architecture, engineering organization, delivery process, cloud operations, security posture, scalability, and AI readiness. Transaction-oriented diligence is typically structured to support compressed deal timelines, while health checks and advisory work can be scoped around leadership priorities, board concerns, or preparation for fundraising or acquisition.

Express assessments, phased approaches, and targeted scope are all available. The right scope depends on the deal stage, the investment thesis, and the specific technical questions that need to be answered.

Common questions

What technical due diligence should answer

Can the technology support the growth plan?

Is the platform architecturally capable of handling the customer volumes, data loads, and product roadmap implied by the investment thesis?

Is the engineering team credible and retainable?

Are the team's capabilities real, or concentrated in one or two individuals who represent departure risk?

How much technical debt exists and what does it cost?

What remediation investment is required, and over what timeframe, to reach the state the investment thesis assumes?

Are there hidden operational risks?

What does the company's infrastructure, security posture, and operating model reveal about reliability, compliance exposure, and operational cost?

Is the technology actually differentiated?

Does the technology represent a genuine competitive moat, or is the product story ahead of the technical reality?

What are the 100-day priorities?

What should a new owner address immediately, what can wait, and what should be deprioritized entirely?

See an example of the output

A redacted sample technical due diligence report is available for download. It shows the structure, depth, and executive framing of a Willowbark assessment. A capability statement is also available for procurement and qualification purposes.

Ready to engage on a technical due diligence?

Reach out to discuss the deal, the timeline, and how Willowbark can support your diligence process.

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