We have conducted technical due diligence on more than 30 Australian companies. Here is what we actually look for and what the findings mean for valuations.
The Six Areas of Technical DD
Codebase quality (is it maintainable and scalable?), architecture (will it handle the growth assumptions?), security (what is the liability exposure?), technical debt (how much remediation is required and at what cost?), team (is the engineering team capable of delivering the roadmap?), and IP ownership (is all code properly licensed and owned by the company?).
What Kills Deals
Three findings consistently cause investors to walk away or significantly reduce valuation: undisclosed security vulnerabilities in customer-facing systems (Australian Privacy Act liability is real and growing); ownership ambiguity (contractor code without clear IP assignment); and single points of failure — technical or human — especially one engineer who understands the entire production system.
What Investors Are Actually Asking
The questions behind technical DD are commercial: Can we achieve the projected growth with this technology foundation? What will we need to spend? Are there any inherited liabilities? How dependent is the business on its existing engineering team? A clean technical DD report strengthens your negotiating position on valuation — it is not just a checkbox exercise.
The 12-Month Preparation Programme
If your transaction is 12 months away: months 1-3, conduct an architectural review and create a technical debt register. Months 4-6, address top security findings from a penetration test and ensure all IP is correctly assigned. Months 7-9, reduce single points of failure and implement comprehensive monitoring. Months 10-12, create the technical investor narrative and conduct a mock due diligence.
The Fractional CTO Role in DD
We are regularly engaged from both sides: as DD lead on behalf of the investor or acquirer, and as the CTO preparing the target company. Both engagements share the same goal — an accurate, transparent picture of the technical reality. Surprises that emerge mid-DD are bad for everyone. The best transactions are the ones where DD confirms what both parties already knew.
Ready for senior technology leadership? View our plans from $1,000/month AUD, or book a free 45-minute discovery call.