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I'm not OP, but when I experienced due dilligence the thing I found counter-intuitive was that 'looking really good at everything' isn't actually the best approach.

As an example - it might be better that the company doing Due Dilligence finds you awful at sales during the DD phase, because they will see that you got revenue despite poor sales technique and they will see it as an easy target for improvement / 'to generate value'. Companies want to identify ways that they would be able to help the company they are aquiring.

Not sure if this applies to Technical DD, but thought it was interesting enough to share!




Yes, that's called 'hidden upside'. You can of course also disclose this before DD. As a rule, surprises during the DD process are to be avoided if you can, even positive ones (because you may lose out on a bid from a party that would have bid if they had been aware of it).

source: yaddp.


Exactly this. You don't pass or fail Tech DD...it's more to provide comfort to the buyer.


OP is specifically talking about tech due diligence which is specific within due diligence in general.

One thing that appear in tech due diligence is quality of the technical architecture and implementation, and security risks associated.


And: quality of the people... if there is one distinguishing factor it is that one. Bad tech can be fixed, and if there is a competent team that got put in charge of a pile of tech debt then there is hope.




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