Buyers will conduct technical due diligence. Smart sellers do it first—identifying issues, preparing remediation plans, and crafting a technology narrative that maximizes value and minimizes surprises.
Why Sell-Side Technical Diligence
Proactive assessment provides:
- Issue identification: Fix problems before buyers find them
- Narrative control: Present issues in context rather than responding defensively
- Timeline management: Address critical issues before going to market
- Valuation support: Document technology value and differentiation
Preparation Timeline
12+ Months Before Exit
- Conduct internal technical assessment
- Identify and prioritize remediation
- Begin addressing critical issues
- Improve documentation
6-12 Months Before Exit
- Complete critical remediation
- Prepare technology documentation
- Address key person dependencies
- Ensure compliance certifications are current
3-6 Months Before Exit
- Prepare technology presentation materials
- Brief team on due diligence process
- Organize data room materials
- Prepare for technical Q&A
Key Preparation Areas
Technical Debt
- Quantify known technical debt
- Prepare remediation roadmap with costs
- Show debt trending down, not up
Documentation
- Architecture documentation
- System dependencies and integrations
- Operational runbooks
- Security policies and procedures
Security and Compliance
- Current audit reports and certifications
- Vulnerability remediation evidence
- Security program documentation
Scalability
- Performance benchmarks and capacity planning
- Scaling capability demonstration
- Growth accommodation roadmap
Common Seller Mistakes
- Hiding issues: They'll be found; better to disclose with context
- Overstating capabilities: "AI-powered" claims that don't hold up destroy credibility
- Poor documentation: Makes everything look worse than it is
- Unprepared team: Technical team that can't explain their own systems
Key Takeaway: Sell-side technical preparation is an investment in valuation. Issues that are disclosed with context and remediation plans are valued very differently than issues discovered by skeptical buyers. Control the narrative by doing your diligence first.