Technology due diligence
for private equity, venture capital and corporate acquirers
Wouter Denayer · former CTO of IBM Belgium

Buy the company, not the pitch.

The IT backbone of your investment need not be flawless, but it must certainly be effective. I establish what the technology really is, what it means for your deal, and what to fix once you own it.

Fixed feeFirst findings after week oneFull report in 2–3 weeks

The questions I answer

  • Does the platform support the growth plan?
  • Can we add new business modules?
  • Is the technical debt under control?
  • Does the staffing plan hold up?
  • What is the state of the roadmap?
  • Is this team ready for the next step?
  • Is the AI real, or just a wrapper?
  • What about cybersecurity?

And above all: what it will take to make your growth plan work.

How deep we go

One due diligence, as deep as your deal needs.

Every due diligence starts with my Assay platform, which reads the data room and all the code. Then I personally do the parts no tool can do, and stay as long as it helps.

Always · automated

Assay report

  • Reads the data room and all the code, with its history.
  • Answers the due diligence questions.
  • Flags where the data room and the code disagree.
You get a first analysis, fast.It is where I start: the interviews go straight to what it found.How Assay works →

+ me · validation and interviews

Validated due diligence

  • I validate what Assay found, finding by finding.
  • Face-to-face interviews with management and engineers: the crucial people side only shows in person.
  • I close the gaps: what the data room leaves out, and the questions the code raises but cannot answer on its own.
  • I judge what it all means for value and the growth plan.
You get verified findings after week one, and a report I sign in 2–3 weeks.For confirmatory due diligence and the investment committee.

+ me · after the deal

From report to results

  • I build the improvement plan with you.
  • I guide the team through the first 100 days, including merging teams.
  • A seat at the board table, for as long as it helps.
You get a roadmap that delivers.A report alone fixes nothing.

Each level builds on the one before. Nothing is done twice: what Assay found is where I start.

No access to the code? Then the engineers walk me through it on screen during the interviews, and I work from the data room and what I see.

Built on Assaythe data room and all the code, read and cross-checked. See how it works
Peer-to-peerengagement with the CIO and technology leadership.
Independentand vendor-neutral perspective.
How a validated due diligence runs

Six steps, from data room to readout

Between 3 and 20 days, depending on the complexity of the target and the time available.

Assay report+ me: validated due diligence
  1. PreparationAligning scope and sending the information request list.
  2. Assay scanAssay reads the data room and all the code. First analysis.
  3. InterviewsFace to face, going straight to what Assay flagged. No code access: a walkthrough of the code on screen.
  4. Intermediate readoutVerified first findings, validating hypotheses, aligning with the other streams.
  5. Dive deeperExploring critical topics in depth and validating key risks.
  6. Final readoutThe signed report and clear recommendations.
What a full scope covers

Tailored to the target and the time you have

Topics and depth are chosen to fit the deal. A full-scope due diligence answers these questions.

Executive summary

What do the findings mean for the investment thesis?

A one-page IC memo for the investment committee: uniqueness, defensibility, scalability, dependencies, security and the critical next steps on the roadmap.

Definitions

Are we talking about the same thing?

Alignment on key industry definitions, to remove ambiguity and prevent inflated investment assumptions.

Scenarios

What if the business grows?

Scalability scenarios: how growth and the roadmap’s use cases affect the tech stack and its cost.

Architecture

Is it built for growth, change and exit?

The platform architecture and its components, with technical differentiators such as AI, data and cloud explained for investors.

Roadmap

Roadmap to where?

The technical risks and dependencies of the product roadmap that drives the business plan.

Competition

How does the tech stack compare?

A high-level comparison with the competition.

Security

Aligned with needs, or lagging behind?

Security and compliance, certifications and key metrics.

Process

Can the team deliver, consistently and at scale?

Operational processes and ways of working, with key metrics on support and professional services.

People

Can the team support the next stage?

Culture and key people.

Finance

What does the roadmap cost, and why?

The financial impact of the main roadmap items and their cost drivers, such as cost variability and cloud spend.

Patents

What are the patents worth, if anything?

Dynamics, ownership and value of the core patents.

Recommendations

What needs fixing, and in what order?

Red flags first. Every finding rated red, amber or green, with a recommendation.

Feeds the other streams. The findings go straight into the investment case, the financial plan, and the commercial, legal and ESG due diligence.

What you receive

  • A first analysis, early: from Assay, before the interviews start.
  • The IC memo: one page for the committee or board, red flags first, then what the technology means for value and the growth plan.
  • The full report, signed: every finding rated red, amber or green, with its evidence and a recommendation.
  • Where the story and the code disagree: each contradiction, with both sides.
  • A roadmap: what is worth fixing, in what order, and the people and budget needed. The start of the first 100 days.
  • Readouts: an intermediate and a final readout, to discuss the findings.
Buy side and sell side

Life-sciences AI.PE · buy side · US

Sold as a platform; the code showed much narrower scope. Valuation cut.

$400M life-sciences merger.PE · buy side · US/Belgium

Three due diligences, then helped merge 200 engineers into one team.

Mortgage platform.VC · sell side · Belgium

Core sound, one pillar obsolete. Rewrite it and fix security before the exit.

“Wouter consistently delivers the technical breadth and depth we need to invest with confidence.”

Hans Cobben · Partner, Summa Equity

“Wouter is an amazingly technical consultant with a breadth of experience in software engineering, web applications, large scale data management, ontology management, security, and artificial intelligence.”

Rakesh Nagarajan · Chief Medical Officer, Velsera
Questions

Before we start

How long does it take?

Between 3 and 20 days, depending on the complexity of the target and the time available. First findings after week one, the full report in 2–3 weeks.

What does it cost?

A fixed fee, agreed before the start. Senior people only, no juniors learning on your deal.

Can you do a quick validation instead of a full review?

Yes. Some investments are larger, some smaller; sometimes you only need a quick validation, sometimes you need to go deep. Scope and depth are tailored to the time and budget available.

Which code do you read?

All the repositories we agree on at the start, in full and with their history. Not a sample.

Will it unsettle the target’s team?

A due diligence can cause unease. I work peer-to-peer with the CIO and technology leadership, and wrote about it in TDD Anxiety.

Do you stay involved after the deal?

If you want. I help build the improvement plan and then guide it: the first 100 days, merging teams, a seat at the board table. In one merger, three due diligences were followed by helping merge 200 engineers into one team.

Fixed fee. First findings after week one, full report in 2–3 weeks.

A 30-minute call is enough to see if your deal fits.

Book a 30-minute call