IT due diligence: what would break if the buyer owned the business on Monday

IT diligence asks a simple question in several ways: if the buyer owned this business on Monday, what would break. It covers the systems the business runs on, who controls them, what they cost, and what has already gone wrong.

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What the IT due diligence M&A buyers run actually examines

The application and infrastructure inventory, who administers each system and how access is controlled, license compliance for everything in use, backup and recovery arrangements that have actually been tested, and the run cost including anything on a personal card. Then history: outages, data incidents, and any security notifications received.

What it commonly finds

Systems administered from a personal account, licenses short of the seats actually in use, backups that have never been restored, a critical process running on one person's spreadsheet, and software bought on a card that nobody can transfer. All of these are ordinary in a private company and all of them are fixable in weeks before a sale.

Preparing the file: an IT due diligence checklist

An inventory with owner, cost, contract term and renewal date for each system. Access lists with named administrators. Evidence of a tested restore. A short written account of any incident and what changed afterwards. Put the personal card items on the company card before you market, because a buyer cannot inherit your card.

Questions people ask about it due diligence

Does a small business face IT diligence?

A light version, yes, especially where a lender or a fund is involved. The questions are about control and continuity rather than architecture.

Who does it?

A specialist consultancy on larger deals, the buyer's own technology lead on smaller ones.

What is the most expensive finding?

Licenses short of actual use, because the shortfall is quantifiable and becomes an indemnity or a price adjustment.

What if we have almost no IT?

Say so and describe what there is. A business running on a laptop, an email account and one cloud application is a perfectly saleable business; what damages a sale is a vague answer that turns out to be hiding a system nobody controls.

Sources

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