In the complex world of mergers, acquisitions, and investments, the importance of IT due diligence cannot be overstated. IT due diligence is a critical factor that can make or break a deal. It helps detect potential risks and challenges, which, if overlooked, can result in significant financial losses, operational inefficiencies, and even legal repercussions. An efficient IT due diligence process is, therefore, the cornerstone of a successful business transaction.


Let’s dive into what is IT due diligence and a complete IT due diligence checklist.


What is IT due diligence?

IT due diligence is a thorough appraisal of a company’s information technology infrastructure, systems, processes, and performance. It forms a critical part of the due diligence process during mergers and acquisitions (M&A), allowing the buying company to assess the technological capabilities of the target company and identify potential risks or shortcomings.


The primary objectives of IT due diligence are to evaluate technical competence, reveal any hidden liabilities, determine the value of IT assets, and understand the target company’s IT strategy. The information gleaned from this process plays a crucial role in making informed business decisions and strategic planning.


IT Due Diligence in the M&A process

IT Due Diligence is a crucial component of the Mergers and Acquisitions (M&A) process. It involves a thorough examination of the target company’s IT infrastructure, systems, processes and data to identify any potential risks, liabilities, and integration challenges. Here is how due diligence fits into the broader M&A process:


  • Pre-Acquisition Stage: This is typically the first stage of the M&A process where the buyer identifies potential acquisition targets. At this stage, IT due diligence is used to gain a high-level understanding of the target’s IT landscape. It helps the buyer to understand the technological compatibility of the potential target with their own organization.
  • Due Diligence Stage: Once the target company has been identified and initial negotiations have been done, detailed IT due diligence is conducted. This involves an in-depth examination of the target’s IT infrastructure, including hardware, software, data security, IT team capabilities, IT governance, and IT-related contracts. The main objective is to identify potential risks, and liabilities and to estimate the cost of IT integration.
  • Negotiation Stage: The findings from the IT due diligence report are used during the negotiation stage to determine the deal price and terms. If significant IT risks or costs are identified, the buyer may negotiate a lower price or request that certain issues be resolved before the deal is finalized.
  • Integration Planning Stage: The information gathered during IT due diligence is also used to plan the post-acquisition integration process. This includes planning for system integrations, data migrations, and IT team restructuring.
  • Post-Acquisition Stage: After the deal is closed, the IT due diligence findings continue to be used to guide the integration process and to monitor any IT risks that were identified.


Preparing for IT Due Diligence

Pre-Due Diligence Preparation

A well-prepared IT due diligence can save time and money. Before initiating the process, it’s essential to set clear objectives and goals. This might include understanding the target’s IT capabilities, assessing key risks, or identifying areas for potential cost savings or synergies post-acquisition. Having a clear vision of what you want to achieve with IT due diligence will guide the process and ensure more accurate results.


Assembling the Right Team

Assembling a competent team is crucial for efficient IT due diligence. This team should include IT experts who can assess the technical aspects, legal advisors who understand the legal implications of IT contracts and compliance issues, and business leaders who can provide strategic insights. Each member plays an integral role in ensuring a comprehensive and accurate assessment.


woman conducting IT due diligence


Conducting IT Due Diligence

The Due Diligence Process

The process of conducting IT due diligence is a detailed and comprehensive one, involving several steps. 


Firstly, it begins with the preparation phase discussed in the last section, where the goals of the due diligence are defined. This includes understanding the business rationale for the acquisition or merger, and the IT implications related to it.


Next, a detailed IT inventory is made, which includes hardware, software, IT processes, data, and IT personnel. This is followed by an assessment of the current state of the IT environment. This includes evaluating the IT strategy, architecture, operations, and governance.


The third step involves conducting a gap analysis to identify any areas where the target company’s IT does not meet the acquiring company’s standards or goals. This is followed by the development of a remediation plan to address these gaps.


The final step in the IT due diligence process is the execution of the remediation plan. This step may involve a variety of activities, from upgrading software to restructuring the IT department.


Engaging IT experts and specialists in this process is crucial. They bring specialized knowledge and experience that can help identify potential issues and risks, ensure a thorough and accurate assessment, and provide valuable insights for decision-making.


Data Gathering and Evaluation 

Data gathering for IT due diligence involves collecting information about the target company’s IT assets, systems, and infrastructure. This can be done through various methods, such as reviewing documentation, conducting interviews with key IT personnel, and using specialized tools to assess the IT environment.


When evaluating IT assets, consider their age, condition, performance, and maintenance history. Scalability is a key factor to assess, as IT systems need to be able to grow with the company. Look at the system’s current capacity, its ability to handle increased demand, and the cost and complexity of scaling it up.


Risk Assessment

Risk assessment in IT due diligence involves identifying and assessing IT-related risks, including cybersecurity vulnerabilities and compliance issues. A comprehensive risk assessment should cover areas such as data security, network security, system vulnerabilities, and regulatory compliance. Cybersecurity vulnerabilities can lead to data breaches, which can have severe financial and reputational impacts. 


Risk mitigation strategies should also be developed. These can range from implementing additional security measures to changing IT processes to improve compliance. The importance of evaluating potential costs and mitigating strategies cannot be overstated, as they can significantly impact the financial viability and success of the acquisition or merger.


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Key Elements of Effective IT Due Diligence

Here is a detailed checklist for everything that should be assessed during the IT due diligence process: 


1. IT Infrastructure

This includes a thorough review of the physical and virtual aspects of the company’s technology infrastructure, such as servers, networks, data centers, and cloud services.


  • Evaluate the current state of IT infrastructure including hardware, software, networks, websites, and data centers.
  • Assess the capacity and scalability of the IT infrastructure.
  • Review the company’s disaster recovery and business continuity plans.


2. Software Assets

Understanding what software the company has, how it’s used, and any associated licensing agreements is crucial.


  • Identify all software and applications in use.
  • Evaluate the licenses, agreements, and expiration dates.
  • Check for any proprietary software and its documentation.


3. Data Management and Security

This involves evaluating how the company manages and protects its data.



4. IT Organization and Support

This involves assessing the IT staff, their skills, and the support structure in place.


  • Review the structure and competency of the IT team.
  • Assess the IT support processes and response times.


5. IT Budget and Expenses

Understanding the financial impact of the company’s IT operations is essential.


  • Review past and current IT budgets, balance sheets, fixed invoices and other financial statements.
  • Understand IT-related expenses, including software, hardware, personnel, and support costs.


6. IT Strategic Fit

This involves assessing how well the company’s IT strategy aligns with its business strategy.


  • Evaluate the alignment of IT strategy with business objectives.
  • Assess the company’s technological readiness for future industry trends.


7. IT Projects and Initiatives

Understanding the status of ongoing and planned IT projects helps to assess potential risks and opportunities.


  • Review the status of ongoing IT projects.
  • Understand the roadmap for future IT initiatives.


8. IT Vendor Relationships

This includes understanding the company’s relationships with IT vendors and service providers.


  • Review contracts with IT vendors and service providers.
  • Assess the dependency on key vendors and risks associated.


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9. Intellectual Property

This involves evaluating any IT-related intellectual property, such as patents, trademarks, and copyrights.


  • Inventory IT-related intellectual property.
  • Review any litigation or disputes related to IT intellectual property.


10. IT Service Management

Evaluate the processes for IT service delivery, including incident management, problem management, change management, and service level management.


  • Assess the ITIL maturity.
  • Review the performance metrics and KPIs for IT services.


11. IT Risk Management

This involves evaluating cybersecurity weaknesses as well as any other potential risks associated with the target company’s IT strategy. 


  • Identify key risks, including strategic, operational, financial, and compliance risks.
  • Assess the effectiveness of the risk management practices.
  • Check for any previous IT incidents and how they were managed.


12. Strategy and Regulatory Compliance

This involves checking that the company’s IT practices comply with relevant laws and regulations.


  • Check the company’s compliance with relevant IT regulations.
  • Review any past audits or regulatory actions related to IT.
  • Understand the current IT strategy and its alignment with business goals.
  • Review the IT governance model, decision-making processes, and accountability.


These key elements provide a comprehensive view of the company’s IT landscape, helping to identify potential risks and opportunities, and informing strategic decisions. Each element requires careful consideration and expert analysis.



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Osheen Jain is a seasoned writer with almost a decade of experience in the fields of technology, science, and business. Her expertise encompasses a diverse range of topics, including B2B SaaS, eCommerce, Data Science, and DevOps.



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