Software & IT Due Diligence

Technical diligence for buyers on a deal clock: what the product actually is, what it costs to run, what breaks at scale, and what it takes to fix. Delivered in weeks, not months.
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Definition

What is software due diligence?

Software due diligence is the buy-side answer to a simple question: does the technology support the deal thesis, and what will it cost to keep that true? BD Emerson runs technical due diligence and IT due diligence for buyers on a deal clock. We assess architecture and scalability, the engineering organization, security posture, cloud spend, and data and licensing exposure, then deliver a cost-to-fix register that informs price, reps and warranties, and the 100-day plan. When deals need it, software diligence runs alongside our financial and tax diligence under one roof: one team, one timeline, findings that reconcile.

Services

What does the diligence cover?

Architecture and scalability
Engineering organization and SDLC
Security posture
Cloud spend and unit economics
Data, IP, and licensing
Cost-to-fix register and 100-day plan

Architecture and scalability

We map the system as built, not as drawn: services, data stores, queues, third-party dependencies, and the load paths between them. The report states what holds at 10x and what does not, with the specific bottlenecks named.

Engineering organization and SDLC

Key-person risk, team shape, velocity, and release discipline: how code gets from a ticket to production and who can actually do it. Buyers learn whether the roadmap the seller pitched can be delivered by the team that exists.

Security posture

We surface the findings that reprice deals or become day-one obligations: exposed services, access control gaps, incident history, and compliance claims tested against evidence. A security surprise found before signing is a negotiating point. Found after, it is your budget.

Cloud spend and unit economics

Infrastructure bills hide COGS. We break down cloud spend by service, and by customer where the data allows, flag waste, and model what serving the next cohort of customers will actually cost. Margin assumptions in the deal model get grounded in the bill.

Data, IP, and licensing

Open-source exposure, data rights, and third-party licenses reviewed against what the purchase agreement assumes you are buying. Copyleft code in the core product, or data the target cannot legally transfer, changes the deal. It is cheaper to know before signing.

Cost-to-fix register and 100-day plan

Findings are priced and sequenced, not just listed: what must be fixed before close, what belongs in the first 100 days, and what can wait a year. The register feeds price negotiation directly and becomes the post-close workplan.

Our approach

How the diligence runs

01

Scope to the thesis

We start from the deal thesis and the questions that decide it, not a generic checklist. A vertical SaaS platform and a carve-out get different fieldwork, and the report answers what the investment committee is actually asking.

02

Read the system directly

Management sessions are the start, not the evidence. We walk the code, read the architecture, review cloud accounts read-only, and check security documentation against what is actually deployed.

03

Price what we find

Every finding carries a cost and a timeline: engineer-months, license fees, infrastructure changes. The cost-to-fix register turns technical risk into numbers the deal team can negotiate with.

04

Deliver on the deal clock

Typical engagements run two to three weeks, aligned to exclusivity. Interim findings flow to the deal team during fieldwork, so nothing in the final report arrives as a surprise on day 20.

contact us

Technical diligence on a deal clock?

Speak with BD Emerson about the target, the thesis, and the questions the investment committee needs answered before signing.

Our Advantage

Why BD Emerson for technical diligence

Engineers, not checklists

Fieldwork is done by people who build and run systems: the same engineers behind our technology and security practices. They read code and cloud consoles directly instead of grading questionnaire answers.

Financial and tax DD under one roof

BD Emerson runs financial, tax, and software diligence as one engagement when deals need it. One team, one timeline, and findings that reconcile: the quality of earnings and the infrastructure bill tell the same story.

Findings priced for negotiation

Reports end in a cost-to-fix register, not a maturity score. Each item carries a cost, an owner, and a sequence, so the deal team can move price, set reps and warranties, or plan day one from the same document.

Reviews

What our customers say

Great consulting firms for scaling security, compliance, and appsec.

Outstanding partner in Technical and Cyber Due Diligence

Appsec maturity and application hardening.

BD Emerson helped us simplfiy our compliance management.

BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.

Adam Ben Jacobs

CTO @ OneStep GPS

Great consulting firms for scaling security, compliance, and appsec.

Outstanding partner in Technical and Cyber Due Diligence

Appsec maturity and application hardening.

BD Emerson helped us simplfiy our compliance management.

BD Emerson did such a phenomenal job. What started as privacy support quickly became a full partnership across compliance, engineering, and even business operations. They’re embedded with our team. They understand our product. They move fast. They’re simply invaluable.

Adam Ben Jacobs

CTO @ OneStep GPS

We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.

Tom Watkins

CEO @ AMI AssetTrack

Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.

Supported ISO 42001 exercise and served as internal auditor.

Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.

We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.

Walid Souilem

CTO @ FGI Worldwide

We had a hard time finding the right company to partner with in support of our compliance journey. Some vendors sell the idea that they do the work, but then you end up doing everything. The ambiguity is what killed our last project. BD Emerson’s team has such great technical knowledge and understands the standard so well that they made us comfortable with moving fast. This has led to us closing major enterprise customers that were previously out of reach because of security and compliance.

Tom Watkins

CEO @ AMI AssetTrack

Lead an enterprise initiative to overhaul the organization's technology stack from ecommerce, corporate tech, and corporate security.

Supported ISO 42001 exercise and served as internal auditor.

Rubrik's privacy and compliance team began with the backbone of BD Emerson. BD Emerson supported building out the privacy program, GRC (ISO 27001, SOC 2, CMMC, FedRAMP), and the appsec function.

We needed a partner who could move quickly, without sacrificing precision. BD Emerson brought the expertise, structure, and speed we were looking for. Their team became an extension of ours, embedding themselves across the organization, guiding us step by step, and giving us confidence in areas we hadn’t tackled before. The internal audit they conducted was so detailed that even the external auditors called it out. Achieving ISO 27001 with zero nonconformities says everything you need to know about the quality of the partnership.

Walid Souilem

CTO @ FGI Worldwide

BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.

Padraig Reilly

CEO, Boxcore

BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.

Matt Meierdierks

IT Manager, Lincoln Industries

From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.

Patrick Bruce

CEO, Titan Intake

BD Emerson didn’t just help us meet our compliance goals; they integrated security and privacy into the core of our operations. I highly recommend BD Emerson to anyone seeking SOC 2 or GDPR compliance, or simply looking to enhance their security team and boost customer trust in their product and services. Their dedication and expertise have been invaluable to our success.

Padraig Reilly

CEO, Boxcore

BD Emerson understood our business requirements and worked side-by-side with us. The policies and controls we developed together not only meet compliance standards but improve how we operate day to day.

Matt Meierdierks

IT Manager, Lincoln Industries

From day one, BD Emerson brought urgency, clarity, and a sharp understanding of what truly matters to our business — earning and keeping customer trust. They went beyond helping us meet compliance requirements; they helped build a foundation for secure, scalable growth. That kind of partnership is rare.

Jason Marker

CEO @ LifeLenz

BD Emerson didn’t just help us pass an audit—they helped us build a sustainable culture of security.

Alexey Indeev

CTO Spare

BD Emerson was essential in helping our company navigate the daunting process of leveling up our security infrastructure. BD Emerson’s impressive expertise and confidence throughout the process helped our team exceed HIPAA and SOC 2 Type 1 standards quickly, distilling what can be an overwhelming process into a streamlined, organized effort. From day one they began adding value and getting us on course. With their help we delivered on a massive security overhaul with both extreme efficiency and thorough attention to details. Because of BD Emerson’s support, we’ve increased our clients’ trust in Titan Intake and the life-changing work it accomplishes for those seeking specialist referrals.

Patrick Bruce

CEO, Titan Intake

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FAQ

Frequently asked questions

What does software due diligence cover that financial DD does not?

How long does technical due diligence take?

What access do you need to the target?

What do buyers do with the findings?

Do you support us after close?

Does this work for carve-outs and roll-ups?

Do you also run sell-side technical diligence?

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