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Technical due diligence in two weeks.

Consultancy Published July 2, 2026 5 min read

The exact framework we use to assess a software acquisition target in ten working days: what to ask, read, ignore, and report to the board.

The two-week frame, and why it works

Technical due diligence has a tendency to expand to fill whatever time is given to it, and a rushed one-day review misses everything that matters. Ten working days is the range we have found actually forces the right discipline, long enough to read real code and talk to real people, short enough that it fits inside a deal timeline without becoming the reason a deal slips. The structure below is the one we run for most acquisition targets in the twenty-to-two-hundred-engineer range, adjusted up or down depending on codebase size and how many products are actually in scope.

Days one and two: access and inventory

The first two days are almost entirely about getting access, not about forming opinions. Repository access, CI and deployment dashboards, infrastructure-as-code, incident history, and an organisational chart of the engineering team are the minimum starting set, and the speed at which a target can produce these tells you something in itself. We build a simple system inventory in parallel, every service, every datastore, every third-party dependency with a cost or a licence attached, because a target's own architecture diagram is reliably out of date and the inventory we build ourselves becomes the reference document for the rest of the engagement.

Days three through five: architecture and code

This is the heart of the technical review, and the goal is representative sampling, not exhaustive coverage, since exhaustive coverage of a real codebase in three days is not possible and pretending otherwise produces false confidence.

  • Read the core transaction path first Whatever the system's primary revenue-generating flow is, checkout, booking, claim submission, read that code path end to end before anything else, since it tells you more about engineering quality than a broad shallow pass across every service.
  • Sample test coverage honestly A coverage percentage on a dashboard means little without checking what the tests actually assert. We read a sample of tests directly rather than trusting the number.
  • Check the dependency graph for age and licence risk Outdated dependencies with known vulnerabilities, or licences incompatible with the acquirer's own compliance posture, are common and often undisclosed because nobody on the target's team was specifically looking.
  • Review CI and deployment practice directly How often does the team actually deploy, how long does a rollback take in practice, and how many manual steps sit between a merged pull request and production, these are better predictors of engineering health than almost any other single signal.

Days six through eight: people and process

Code quality is only half the picture, and the other half lives in the team. We run structured interviews with engineering leadership and, where the target allows it, with individual senior engineers, looking specifically for key-person risk, whether critical system knowledge lives in one or two people's heads with no documentation, and for how incidents are actually handled versus how the incident process document says they should be. We also ask directly about attrition and morale, since a team that expects to leave shortly after acquisition changes the entire risk calculation for the deal, whatever the codebase looks like.

Days nine and ten: security and compliance

A focused security and compliance pass covers access control practices, secrets management, data handling against whatever regulatory regime applies, and any prior security incidents or audit findings the target can produce. We are not running a full penetration test in two days, that is a different, longer engagement, we are looking for structural red flags, credentials committed to source history, production access shared too broadly, customer data handled without the controls the target's own compliance claims imply.

The final three days: synthesis and the board memo

The last stretch of the two weeks is writing, not discovery, and the discipline here matters as much as the research that fed it.

  • A risk register, not a narrative Every finding gets a severity, a rough remediation cost, and a rough remediation timeline, structured so a board member with no technical background can scan it in ten minutes and understand what it means for the deal.
  • Deal-impact framing, not a pass or fail grade Findings translate into concrete deal terms, purchase price adjustments, escrow holdbacks, or specific remediation milestones written into the agreement, rather than a vague verdict that leaves the actual decision-making to someone else.
  • An honest key-person and integration risk section Separate from the code findings, because it changes different terms in the deal, retention packages and transition timelines rather than price.

What we deliberately ignore

Part of running a tight two-week process is knowing what not to chase. We do not spend time on vanity engineering metrics, lines of code, commit frequency, or story point velocity, none of which correlate meaningfully with the health of a system. We also discount sunk-cost narratives from the target's own team about why a piece of architecture is the way it is, the history is interesting context but it does not change the risk the acquirer is actually taking on. The two weeks stay focused on what the code and the team demonstrably do today, and what it will cost to change what needs changing, because that is the only version of due diligence a board can actually act on. This is the same framework our IT consultancy team runs for clients evaluating a technical acquisition.

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