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Random freezes, missing sound and display glitches usually trace back to one bad driver. Find and replace yours safely.Free scan · under a minuteTechnical findings rarely kill a deal automatically. They can change a buyer’s willingness to proceed when they undermine the deal thesis, expose serious security or legal risks, threaten customers or operations, or require remediation the parties cannot price, fund, or complete on an acceptable timeline. The diligence process fails when it produces claims without evidence—or findings without a cost, an owner, and a decision.
Why technical diligence can change a deal decision
Technology is often part of what a buyer is acquiring: a product, a platform, customer data, operating capability, intellectual property, or a route to growth. A defect matters in proportion to its business impact, likelihood, difficulty of containment, and relevance to that rationale—not simply because it is technically interesting.
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Cybersecurity is a material concern among surveyed dealmakers. In Diligent Dealmaking’s 2025 global technology M&A survey, more than 90% of North American and European respondents treated cybersecurity as a top-tier concern; 46% of European respondents and 49% of North American respondents said cyber risk could be a dealbreaker. Those figures describe respondents’ views, not the share of transactions actually terminated for cyber reasons.
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Other survey findings point to pressure on the diligence process, but should not be mistaken for deal-failure rates. In a Q4 2025 survey of 150 senior U.S. investment banking executives, SRS Acquiom with Mergermarket reported in 2026 that 47% called technology diligence their main diligence priority over the preceding 12 months, while 51% called it the most burdensome diligence area. PwC’s 2026 M&A Integration Survey reported that about one in three acquirers fully achieved their deal-thesis objectives; PwC describes the results as respondent-reported associations, not causal estimates.
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Seven technical diligence errors that can put a deal at risk
1. Treating management assurances as technical evidence
Interviews and seller documents are useful inputs, but they cannot establish by themselves that systems are secure, resilient, scalable, or correctly described. A target’s own security team can also be unaware of hidden exposure. The National Association of Corporate Directors (NACD), in its 2026 guidance Cybersecurity Considerations During M&A Phases, says: “A robust methodology will include both traditional due diligence practices, such as documents and interview requests, and technical testing to obtain irrefutable data.”
Where access, confidentiality, and transaction timing allow, corroborate representations with artifacts and scoped technical testing by qualified specialists. Examples include configuration or control evidence, vulnerability and penetration-test summaries, recovery records, and architecture or data-flow diagrams. Testing reduces reliance on unverified claims; it cannot guarantee that every issue will be found.
2. Leaving cybersecurity, privacy, and incident history until late
Review the target’s security maturity, known incidents and breach disclosures, open vulnerabilities, privacy obligations, control ownership, insurance, and incident-response readiness. A late discovery can complicate the buyer’s view of risk, the transaction timetable, or the cost and conditions of proceeding.
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Check whether rules such as NIS2 or DORA apply to the target. Applicability depends on geography, sector, and the target’s role; neither regime should be assumed to cover every company. Ask the deal team and counsel to assess the target’s actual obligations rather than treating a framework alignment claim as proof of compliance.
3. Ignoring suppliers and inherited dependencies
A target’s operational and security exposure can run through its cloud hosts, software, infrastructure, data, and service providers. Map which suppliers support critical products or operations, how concentrated those dependencies are, and whether substitutes are realistic. Review incident-notification commitments, indemnities, and audit rights where relevant.
NIST Special Publication 1326, published in July 2026, offers an ICT-supplier due-diligence lens covering ownership, control or influence; provenance; resilience; foundational cybersecurity practices; and supply-chain tiers. NIST defines due diligence research as “the investigative process of researching all available, pertinent information about a given supplier or product so that informed decisions can be made on new acquisitions or existing systems.” SP 1326 is supplier guidance, not a complete M&A diligence standard.
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4. Underestimating technology debt and legacy systems
Inventory unsupported platforms, deferred upgrades, end-of-life components, brittle integrations, manual workarounds, and systems dependent on scarce staff. Estimate what it will take to maintain, secure, replace, or integrate them, including time and people as well as money.
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KPMG’s 2025 technology-sector survey describes unplanned technology debt as a source of hidden costs, stalled innovation, and cyber and operational risk. Its findings were based on 135 technology-sector deal professionals as of September 2025. A target’s debt is not automatically disqualifying, but an unpriced backlog can make the expected cost and timeline of the acquisition misleading.
5. Accepting product and architecture claims without testing scalability
Test whether the claimed product capability, architecture, data flows, reliability, and operating capacity support the growth case in the deal thesis. Ask what happens under expected customer, transaction, or data growth, and whether the systems and teams can sustain that load.
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KPMG’s 2024 technology M&A survey identified understanding platform capabilities and scalability as a leading diligence challenge for private-equity respondents. Accuracy and completeness of financial and operational data also ranked as challenges for both corporate and private-equity respondents. These are reported challenges, not evidence that any particular target’s claims are wrong.
6. Forgetting remediation and integration economics
Convert material findings into an estimate of one-time remediation, ongoing operating costs, required staff and vendors, integration dependencies, sequencing, and accountable owners. NACD recommends including remediation costs in transaction cost so that post-transaction security needs do not arrive as unfunded requests.
For each major issue, identify who decides, who pays, and when action must happen. PwC’s 2026 M&A Integration Survey describes the decision gap as “The distance between the deal thesis and the explicit, owned choices required to make it real.” That is particularly relevant when an acquisition depends on combining systems, moving data, or reaching a technology milestone quickly.
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7. Letting speed or deal momentum suppress escalation
Agree on escalation thresholds before findings arrive. Bring issues promptly to the deal team and counsel when they could affect the acquisition rationale, security or privacy obligations, customer continuity, financing, or time-to-value. SRS Acquiom’s Q4 2025 survey indicates that technology diligence can be a priority and a burden for respondents; it does not establish a universal diligence timetable. A compressed schedule is a reason to prioritize and communicate clearly, not to treat unknowns as cleared.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What evidence to request and how to compare findings
Tailor requests to the target’s product, sector, jurisdiction, transaction structure, and the buyer’s deal thesis. A practical evidence set may include:
- Architecture and data-flow diagrams, plus system and software inventories.
- Cloud, infrastructure, software, data, and other critical-supplier lists.
- Vulnerability and penetration-test summaries, security policies, and evidence of control operation.
- Incident, breach, business-continuity, and recovery records.
- Privacy and data-retention maps, including where sensitive data is held and processed.
- Product roadmaps, service availability and support data, and evidence relevant to claimed capacity or reliability.
- Technology-debt and end-of-life registers, key-person dependencies, and current modernization or integration plans.
- Intellectual-property and software-license records.
For each material finding, compare the evidence and consequences rather than relying on a single severity label. The following axes are a practical synthesis, not an official scoring framework:
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- Cost and timing: What are the immediate fix, recurring operating cost, migration duration, and staffing requirements?
- Business dependence: Does the affected system support revenue, customers, sensitive data, or operational resilience? Can a critical supplier be replaced?
- Deal-thesis impact: Is the affected capability central to the acquisition rationale, or can it remain separate or be deferred?
- Execution and liability: Who owns remediation, what funding is available, and what contractual protections, integration access controls, or insurance considerations need review?
When a finding should change the go/no-go discussion
Escalate a finding as potentially deal-threatening when one or more of these conditions apply:
- It undermines a capability central to the deal thesis.
- Its scope or likelihood cannot be bounded with available evidence.
- It is costly or slow to remediate relative to the deal’s economics or timetable.
- It could create serious legal or regulatory exposure, or unacceptable risk to customers or operational continuity.
- The parties cannot assign responsibility, allocate the cost, or fund an acceptable plan.
The appropriate response depends on the facts and transaction. Options may include repricing; requiring a defined, funded remediation plan; negotiating transaction-document protections; staging or delaying integration; or walking away. These are possible business responses, not guaranteed remedies or legal advice. Transaction-specific terms require counsel’s assessment.
Keep context when using acquisition-risk statistics. In 2025, the U.S. Government Accountability Office found high cybersecurity and information-privacy risks in seven of 16 selected mission-critical federal IT acquisitions. That government sample is useful context for acquisition risk, but it is not a statistic about corporate M&A deal failures.
Quick Recap
Questions to put to the deal team
- What evidence—not just management assurance—supports the target’s claims about security, reliability, scalability, and ownership of its technology?
- Which suppliers or systems are critical to customer service, sensitive data, and the deal thesis, and how quickly could they be replaced or recovered?
- What is the cost, timing, and accountable owner for each material remediation or integration dependency?
- Could a finding change price, terms, funding, the integration plan, or the decision to proceed?
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