Technology Due Diligence in M&A: The Questions PE Firms Should Be Asking

Deal teams are exceptionally good at diligencing financial statements and comfortable underwriting commercial risk. Technology and operational risk is where deals quietly lose value after signing — integration costs that were never modelled, vendor contracts that cannot be assigned, and architecture that cannot scale to the growth thesis in the deal memo.

Our technology leadership has led the technology integration workstream for the largest bank merger in the country's history, and separately conducted a top-down technology and operations portfolio assessment representing over $650M in vendor investment governance for a national logistics operator. That depth changes what gets asked in a data room: not just "what systems exist," but "what will it cost, in time and capital, to actually integrate or carve them out."

What is the true cost and timeline of technology integration, separate from the headline synergy case? Which vendor and outsourcing contracts create concentration risk or cannot survive a change of control? And who, inside the target, actually holds the architectural knowledge the deal thesis depends on — and what happens if they leave during the transition.