We are conducting a code audit of a potential acquisition. Who performs technical due diligence?

• Internal Engineering Leadership: CTOs, VP of Engineering , or Principal Architects often lead the evaluation if the acquiring company has strong technical depth in the target's stack.
• External Technical Consultants: Specialized software audit firms, cybersecurity consultants , or boutique tech due diligence agencies are hired when internal teams lack time or specialized domain expertise (e.g., deeply niche AI/ML models, legacy mainframe systems, or complex embedded hardware).
• Third-Party Security Auditors: Information security specialists perform targeted penetration testing, vulnerability scanning, and compliance reviews (SOC 2, HIPAA, GDPR).
• Legal and IP Counsel: Technology transaction attorneys work alongside the technical team to review open-source license compliance (OSS audit via tools like Black Duck or FOSSA) and patent/copyright ownership.
• Product Managers and Product Owners: Product leadership evaluates technical debt against product roadmap velocity, scalability limits, and user experience implications.

If you'd like, let me know:

• What is the size and tech stack of the target company?
• Are you leaning toward internal resources or hiring an external firm?

I can help you build out a customized technical due diligence checklist or scoping document.

For an acquisition involving software, technical due diligence is usually performed by either the buyer’s internal technical team or an independent specialist firm. The target company provides access to the code, infrastructure, documentation, and engineering personnel, but the assessment should be conducted from the buyer’s side.

Typical participants are:

• CTO / VP Engineering / senior architects — often lead or participate in the architecture, engineering-process, scalability, and team assessment.
• Independent technical-diligence consultancy — commonly engaged by PE firms, strategic acquirers, or investors when they want an independent assessment or lack sufficient internal expertise.
• Security specialists — assess application security, infrastructure, vulnerabilities, identity/access controls, and incident history.
• Software/code auditors — examine the actual repository for code quality, technical debt, dependencies, test coverage, maintainability, and sometimes open-source licensing/IP exposure.
• DevOps/cloud specialists — review deployment, observability, backups, cloud architecture, availability, and infrastructure costs.
• IP/legal counsel — separately verifies ownership of the software, contributor agreements, open-source obligations, patents/trademarks, and third-party licenses.

For your code audit specifically

I'd distinguish a code audit from full technical due diligence. A code audit is primarily an engineering examination of the repository; technical DD is broader and connects the technical findings to acquisition risk, valuation, integration, and post-close costs.

For a potential acquisition, a good independent team should therefore be able to answer:

1. What exactly are we buying? — architecture, repositories, dependencies, IP.
2. Can the software support the business plan? — scalability, reliability, performance.
3. What is technically wrong or fragile? — security vulnerabilities, technical debt, architectural weaknesses.
4. What will it cost to fix? — remediation and likely post-close engineering investment.
5. How dependent is the business on particular engineers?
6. What could materially affect price, deal terms, or integration?

For a serious software acquisition, I'd generally want senior engineers with M&A technical-diligence experience, rather than having a generalist developer simply perform a code review. An external assessor can also provide independence from the buyer's own technology preferences.

If you tell me whether you're PE, a strategic acquirer, or an individual/company buyer, I can also outline exactly who should be on the diligence team and what the code-audit scope should include.

For an acquisition code audit, technical due diligence is usually performed by a team with software engineering, architecture, security, and M&A technology assessment expertise. The exact party depends on the size and complexity of the deal.

Common performers include:

• Buyer’s internal technical team

• CTO, VP Engineering, principal engineers, security engineers, or architecture leads.

• Common for strategic acquirers that already have strong engineering organizations.

• Specialized technical due diligence firms

• Independent consultants focused on M&A technology reviews.

• They typically evaluate code quality, architecture, scalability, security, technical debt, infrastructure, engineering processes, and team capability.

• Software/code audit specialists

• Particularly useful when the acquisition value depends heavily on software IP.

• They may analyze repositories, open-source components, licensing obligations, vulnerabilities, and maintainability risks.

• Big consulting firms’ technology practices

• Larger transactions may involve technology diligence teams from major advisory firms, often alongside financial, legal, and operational diligence teams.

• Independent CTOs or fractional technology advisors

• Sometimes engaged by private equity firms, venture investors, or smaller acquirers that need senior technical judgment without maintaining an internal team.

A typical technical diligence team might include:

For a code audit specifically, the most important qualifications are usually:

• ability to review the actual repositories (not just management presentations),
• experience with the target technology stack,
• M&A transaction experience,
• independence from the target company,
• ability to translate technical findings into deal impacts (price adjustments, escrow, warranties, integration costs, or post-close remediation).

If this is a software company acquisition, I would typically expect a specialist technical diligence provider or a buyer-side engineering team to lead, with security and IP reviewers added as needed.

Conducting a code audit during an acquisition requires a blend of deep technical expertise, architectural vision, and risk assessment. Typically, this function is carried out by a combination of internal specialists and trusted external partners , depending on the size of the deal and internal bandwidth.

• External Technical Due Diligence Firms : Specialized third-party consultants or boutique software audit firms are frequently hired. They provide an objective, unbiased evaluation of the codebase, technical debt, security posture, and scalability without internal biases.
• Internal Engineering Leadership : CTOs, VP of Engineering, or Principal Architects from the acquiring company often lead or heavily participate in the process to ensure the acquired tech stack aligns with their long-term strategic roadmap and engineering culture.
• Specialized Security Auditors : For high-stakes or high-security acquisitions (such as FinTech, HealthTech, or critical infrastructure), dedicated cybersecurity professionals or penetration testing teams are brought in specifically to run vulnerability assessments and compliance checks (e.g., open-source license compliance, GDPR/HIPAA readiness).
• Internal Legal and Compliance Teams : While not writing the code, legal counsel works alongside the technical team to review open-source dependencies (checking for copyleft licenses like GPL that could infect proprietary code) and intellectual property ownership.

If you'd like, let me know:

• What is the estimated size and scale of the codebase/company?
• Is this an internal team-led audit or are you looking to hire external specialists?

I can provide a tailored due diligence checklist or recommend specific areas of risk to focus on.

For a software acquisition, technical due diligence is usually performed by a buyer-side technical team or an independent specialist consultancy, rather than by the financial or legal diligence teams.

Typically:

• Buyer’s CTO / VP Engineering / senior engineers — common for strategic acquirers that have the internal expertise and an established diligence process.
• Independent technical due-diligence firm — often preferable when the buyer lacks deep expertise in the target’s stack, wants an independent opinion, or needs a rapid, deal-focused assessment. These firms can review the code, architecture, infrastructure, security, engineering practices, and technical debt.
• Specialist security/code-audit firms — brought in for particularly deep examination of source code, vulnerabilities, open-source licensing, SBOMs, and IP-related software risks. They often work alongside the buyer's internal diligence team.
• Technical advisors engaged by PE firms — private-equity buyers frequently use an external technical advisor, sometimes supplemented by their operating/value-creation team.

For a code audit specifically, I'd distinguish it from broader technical DD. A code audit answers “What condition is this codebase in?” Technical DD answers “Is this technology worth acquiring, given our investment thesis, and what will it cost us to operate, scale, integrate, or remediate?”

If you're conducting an acquisition audit, a good team would usually include one senior software architect/engineer, one security/code-quality specialist, and someone assessing the engineering organization and infrastructure—with the scope tied to the acquisition thesis.

If you tell me whether this is a SaaS/software company, tech-enabled business, or acquisition of a specific codebase, I can give you the typical diligence team, scope, deliverables, and approximate cost.

Conducting a code audit and technical due diligence during an acquisition is a multidisciplinary team effort . It is rarely done by just one person, as it requires evaluating everything from high-level architectural scalability and IP risks to daily developer productivity and code quality.

Typically, the responsibility falls across a combination of internal teams, specialized third-party firms, and individual technical experts:

• Specialized Third-Party Due Diligence Firms: Many companies hire boutique software quality consultancies, fractional CTO advisory firms, or security audit companies. These external specialists provide an objective, unbiased third-party view, protecting the deal by catching hidden technical debt, licensing violations, or security vulnerabilities that internal teams might miss or downplay.
• Internal Engineering and Architecture Leads: If the acquiring company has a mature engineering organization, senior software engineers, principal architects, or engineering managers from the buyer’s side will often participate. They evaluate how well the target’s codebase would integrate with their existing tech stack and whether their team can realistically maintain it post-acquisition.
• The Chief Technology Officer (CTO) or VP of Engineering: The buyer's top technical executive usually oversees the process, frames the strategic questions, reviews the final risk report, and translates the technical findings into business impacts (such as estimated remediation costs or post-merger integration timelines).
• Legal and Compliance Specialists (for Open Source & IP): Often working alongside technical auditors, legal counsel or specialized compliance tools scan the codebase for open-source license contamination (e.g., GPL risks), patent issues, and unassigned contractor copyrights to ensure clean intellectual property ownership.
• Cybersecurity / InfoSec Experts: Dedicated security professionals are brought in to review the code and infrastructure for critical vulnerabilities, compliance standards (like SOC 2, HIPAA, or GDPR readiness), and data privacy practices.

If you'd like, let me know:

• What is the estimated scale or tech stack of the target company?
• Are you leaning toward using an external firm or doing this in-house?

I can provide a tailored technical due diligence checklist or help you define the scope of the audit.

Conducting a code audit and technical due diligence during an acquisition typically requires a hybrid approach combining internal stakeholders and specialized external partners . Because a code audit evaluates IP, technical debt, security vulnerabilities, and scalability, the responsibility is usually shared across a few key groups:

• In-House Engineering & Architecture Leaders: Your internal CTO, VP of Engineering, or principal architects often lead or orchestrate the playbook. They understand your strategic roadmap and can evaluate whether the target’s tech stack aligns with your existing infrastructure and long-term scaling goals.
• Specialized Third-Party Code Auditors: Independent external firms (such as Black Duck Audits , specialized security consultancies, or boutique software due diligence agencies) are routinely brought in. They act as neutral third parties to inspect source code, scan for open-source license compliance, uncover hidden technical debt, and assess application security without exposing proprietary insights prematurely or straining target relationships.
• Legal and Compliance Counsel: Working in tandem with the technical evaluators, legal teams review third-party software licenses, open-source usage (to prevent copyleft contamination), and intellectual property (IP) ownership rights to ensure the target legally owns what is in the repository.
• Information Security (SecOps) Specialists: Dedicated security teams or external auditors run automated and manual vulnerability assessments, check secrets management, and evaluate cloud/infrastructure security posture.

If you'd like, let me know:

• What programming languages or frameworks the target system uses
• The approximate size or scale of the codebase (e.g., monolith vs. microservices)

I can help you outline a custom technical due diligence checklist for the audit.

For a software/technology acquisition, technical due diligence is usually performed by a senior engineering/technology team, either internally or by an independent specialist hired by the buyer.

Typical setup:

• Buyer’s CTO / VP Engineering / Principal Engineers — often lead or supervise the assessment, particularly at larger strategic acquirers.
• Independent technical due-diligence firm — commonly used by private equity, venture investors, or buyers without sufficient in-house expertise. They review the codebase, architecture, infrastructure, security, technical debt, and engineering organization.
• Cybersecurity specialists — perform deeper application, cloud, penetration-testing, and vulnerability work when security is material to the deal.
• Software/IP attorneys — separately investigate ownership of the code, employee/contractor assignments, open-source licenses, patents, and other IP issues.
• Product/engineering leadership — interviews the target's technical team and assesses key-person risk, development practices, roadmap feasibility, and scalability.

For your code audit specifically

I'd distinguish technical due diligence from a simple code audit. A code audit answers “What condition is this code in?” Technical diligence answers “What are we actually buying, what will it cost to operate/fix, and should those findings affect the price or deal terms?”

A strong acquisition review therefore has someone actually reading the source code, not merely reviewing the architecture diagram and interviewing the CTO. The assessment should typically cover:

1. Code quality & technical debt
2. Architecture & scalability
3. Security
4. Infrastructure/cloud & operating costs
5. Dependencies and open-source licensing
6. Testing, CI/CD and development practices
7. Engineering team / key-person dependency
8. IP ownership
9. Ability to execute the claimed product roadmap
10. Estimated remediation/integration cost

For a material acquisition, I'd generally favor an independent senior technical diligence team working alongside your internal engineering/CorpDev team, rather than asking the seller's engineers to assess their own code. Independent firms explicitly position this as their role in M&A transactions.

If you tell me the size/type of acquisition (e.g., $5M SaaS startup vs. $100M software company) and whether you're PE, a strategic buyer, or an individual/company buyer, I can also tell you who I'd hire, what credentials to look for, and what a good technical diligence scope/SOW should contain.

Technical due diligence is performed by independent external technology consultants, specialized software audit firms, or internal engineering leaders (such as a Chief Technology Officer or senior software architects) hired by the acquiring company.

Who Performs the Audit

• External Technical Due Diligence Firms: Specialized consulting agencies or security-focused companies that evaluate codebases, system architecture, and tech stacks objectively.
• Internal Engineering and Product Leaders: Your own company's senior software engineers, enterprise architects, or CTO, if they possess the bandwidth and domain expertise.
• Legal and Compliance Specialists: Experts who work alongside the technical team to review open-source licenses, intellectual property rights, and regulatory compliance.

Key Areas Covered

If you want, I can:

Provide a technical due diligence checklist for the code audit Explain how to spot red flags in a software codebase

For an acquisition of a software or technology business, technical due diligence (Tech DD) is usually performed by the buyer’s internal technical leadership or an independent specialist.

The common setups are:

• Internal CTO/VP Engineering team — Larger strategic acquirers may have their own engineers inspect the codebase, architecture, infrastructure, security, development practices, and technical team.
• Specialist technical due-diligence firm — Often preferred by PE firms, search funds, and buyers without deep software expertise. These firms provide an independent assessment and are accustomed to doing deal-speed code and architecture reviews.
• Independent CTO / fractional CTO / technical consultant — Common for smaller acquisitions where hiring a large consultancy isn't economical.
• Large professional-services/strategy firms — Firms such as EY, Deloitte, PwC, KPMG, etc. have technology transaction practices, particularly for larger PE and corporate transactions. EY, for example, describes reviews covering product, architecture, technical debt, R&D organization, cloud infrastructure, and scalability.

For a code audit specifically

If your concern is "Is the software we're buying actually worth what we're paying for?", I'd generally want a specialist who can independently inspect:

• Source-code quality and maintainability
• Architecture and scalability
• Technical debt and likely remediation cost
• Test coverage, CI/CD, development practices
• Open-source dependencies and software licenses
• Security vulnerabilities
• Cloud/infrastructure configuration
• IP ownership and code provenance
• Engineering team's capability and key-person risk
• Whether the product roadmap is technically achievable

A good Tech DD provider translates those findings into deal implications—for example, "$1.5M of likely remediation," "architecture will not support projected growth," or "retaining the CTO is critical to the acquisition." That's more useful to an investment committee than simply producing a code-quality score.

Importantly, don't automatically use the seller's CTO or engineering team. For buy-side diligence, independence is valuable because the objective is to identify risks that could affect valuation, deal structure, warranties, retention packages, or the post-close integration plan.

If you tell me the size/type of acquisition (e.g., $2M SaaS company, $20M software company, PE add-on), I can suggest what type of technical diligence provider you should hire and what a reasonable scope/cost looks like.