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The six areas where technology findings move mid market deals, and how each one becomes a price chip, a condition or a walk away. The checklist we run for UK buyers, published in full, built for deal timescales.
Technology due diligence has a reputation problem in private equity: too often it arrives as a fifty page technology report when what the deal team needed was a deal position. The systems you are buying will be yours on day two, and every technology finding is really one of three things: a price chip, a condition, or, rarely, a reason to walk. A checklist is only useful if it sorts findings into those three buckets at deal speed.
This is the checklist we run for UK buyers, published in full, organised around the six areas where technology findings move mid market deals.
The short answer. A technology due diligence checklist for private equity covers six areas: the estate and who owns it, people and key person risk, security and certification, AI and data exposure, the delivery record, and the cost runway. The output is not a technology report. It is a deal position: what changes the price, what becomes a condition, and what kills the deal. In UK mid market timescales it is a five to ten day exercise.
It is not an audit of everything. There is no time and no need. It is deal grade visibility: enough verified evidence about the six areas below for an investment committee, lenders and warranty insurers to price what they are buying. The discipline that keeps it honest is the three outcome rule. Every finding must land as a number against the price, a condition in the SPA or the hundred day plan, or a walk away. A finding that cannot be expressed as one of those three is an observation, and observations do not belong in a DD report.
Map the claimed system inventory against reality, sampling rather than trusting the data room. Check the licence position, because under licensing surfaces as a true up invoice after completion. Find the technical debt concentrations and single points of failure. Locate the shadow IT the management pack does not mention. Above all, verify intellectual property: who wrote the core product, and do contractor agreements assign the code to the company.
Identify who can break or rebuild each critical system, and count how many names appear more than twice. Assess contractor dependence in the engineering organisation, notice periods against the deal timetable, and whether the people the value case relies on know the deal is happening.
Verify every claimed certificate at source: Cyber Essentials and Cyber Essentials Plus against the scheme registers, ISO 27001 against the certification body, scope statements read rather than assumed. Review incident history and whether customers were notified as contracts require. Sample the patching position on internet facing systems. Check the cyber insurance is valid for the estate as it is.
The 2026 section most checklists have not caught up with. Ask for the target’s AI register. Its absence is itself a finding. Identify AI features sold to customers and whether their claims can be evidenced. Establish the lawful basis for data used in model training, because a model trained on data the target had no right to use is value that cannot be sold on. Map EU AI Act exposure: deployer and provider obligations transfer with the business on completion, with deadlines that do not care about your holding period. Check what supplier AI the operation quietly depends on.
Compare what the roadmap promised twelve months ago with what shipped. Inspect any large programme mid flight, an ERP half migrated is a cost and a distraction you are buying at full price. Map vendor lock ins, exit costs and any contracts that change on change of control.
Reconcile the technology run rate against the plan, and look for the maintenance holiday: spend deferred in the year before sale to flatter EBITDA, which reappears as your cost in year one. Check cloud commitments and their escalators. For carve outs, price the separation: shared systems, licences that do not transfer, and transitional service agreements that outlive their welcome.
| Finding | Typical treatment |
|---|---|
| Licence under compliance or true up exposure | Price chip, sized to the exposure. |
| Claimed certificates failing source verification | Condition precedent or remediation with escrow, and a conversation with warranty insurers. |
| Core code without IP assignment | Walk away, or full re papering before signature. |
| Major programme mid flight | Price chip plus completion condition and named owner in the hundred day plan. |
| AI value claims without evidence | Haircut on the multiple attached to the AI story. |
| Key person concentration | Retention packages priced into the model before signing. |
| Deferred maintenance spend | Price chip carried into the year one budget. |
Most findings are chips and conditions. Genuine walk aways are rare, and they are almost always about ownership or honesty rather than technology quality.
Mid market technology DD fits in five to ten working days when it is run as verification rather than discovery. Days one and two: data room review and structured management sessions. Days three to six: verification, certificates checked at source, IP paper read, licence position sampled, estate claims tested against reality. The final days: findings converted into deal positions and a report an investment committee can read without a translator. A target that restricts access during this window is not saving time. It is making a disclosure.
This is the shape of our M&A technology due diligence, built for private equity timescales, from £15,000. After completion, the technology integration assessment turns day two into a plan, every system listed, keep, merge or retire decided, from £25,000 + VAT in four to six weeks. Through the holding period, an annual independent technology audit from £4,500 + VAT keeps the portfolio company honest against the value creation plan. All of it is independent assurance: the verdict comes from a party with no stake in the deal proceeding, which is the only kind of verdict worth paying for during a transaction.
Six areas: the technology estate and its ownership including intellectual property, people and key person risk, security and certification verified at source, AI and data exposure including EU AI Act obligations that transfer on completion, the delivery record against the roadmap, and the true cost runway including deferred spend. Each finding is expressed as a price adjustment, a condition or a walk away.
For UK mid market deals, five to ten working days with proper access. The work is verification at deal speed: data room review and management sessions first, source verification of claims in the middle, and conversion of findings into deal positions at the end.
At Intelance the price is published: M&A technology due diligence built for private equity timescales starts from £15,000, with a post completion integration assessment from £25,000 + VAT and holding period technology audits from £4,500 + VAT.
Core code written by contractors without IP assignment, certificates that fail verification against the issuing registers, a large programme mid flight, revenue attached to AI claims that cannot be evidenced, key person concentration in the engineering team, and maintenance spend deferred in the year before sale.
The question is enterprise value at risk rather than deal size. Where technology is the product or carries the growth story, skipping DD means pricing the unknown at zero, which no committee believes. For smaller transactions a proportionate audit level review from £4,500 + VAT covers the areas that move the price.
Emmanuel Olatunji
Chief Enterprise Architecture Partner
Emmanuel founded Intelance in 2017 and has led architecture, AI governance, cyber and deal engagements across the UK, Europe, the Middle East and Africa. Every Intelance engagement runs under his direction, and every guide he publishes comes from that work.
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