In the majority of mid-market M&A transactions, technology due diligence is either treated as a procedural checkbox or overlooked entirely. Financial figures such as EBITDA and growth run rates receive all the focus. However, what frequently goes unchecked is the engine actually driving those numbers, the product architecture, development process, data infrastructure, and internal tooling.
This shortchanging isn’t a technical mistake, it’s a structural danger. Tech ops is not a back-of-the-house function anymore; it’s the driver of scale, stability, and differentiation. When acquirers treat technology as a checkbox, they miss the hidden bottlenecks that quietly stall growth, complicate integration, and erode team morale.
And the repercussions appear quickly. Research has indicated that 70% to 90% of mergers⁵ and acquisitions do not meet their projected outcomes, and IT misalignment is frequently one of the underlying reasons. Indeed, at least a quarter of all integration effort hinges on IT, and over half of integration blunders result from inadequate IT planning. The signs are there. But in mid-market transactions, they’re too frequently overlooked.
What Happens When Tech Ops Diligence Is Skipped?
When someone cuts tech diligence, they’re not only missing code bugs, they’re missing the foundational issues that can shatter the post-deal business. That’s such things as legacy systems with unscalable architectures, tech debt that hinders release velocity, and product roadmaps that will not survive integration.
The consequences can be dire. Security threats go unnoticed. Compliance failures surface after the transition. Engineering teams depart when they find out nobody knows how to maintain the legacy stack. And critical systems are found to be cobbled together with brittle scripts or stale dependencies. These problems don’t only affect IT, they cascade into customer experience, operations, and brand trust. Actually, 85% of companies experience medium to high risk-related problems in the first 90 days following an acquisition because of neglected tech ops issues.⁴
“A multinational IT services company had integration costs increase by 20% and customer satisfaction decrease by 15% after acquisition. What was to blame? Bad tech alignment. Duplicated systems, fragmented migrations, and blurry responsibility caused delays and resistance. By centralizing tech decisions, visualizing integration activities upfront, and minimizing internal workload, they changed direction—savings by 10%, improving retention by 5%, and speeding time-to-value.⁶”
Why Big Buyers Get It Right (And Mid-Market Often Doesn’t)
Enterprise customers, private equity executives, and strategic buyers have long since passed this error. Now, they integrate technical diligence into the early stages of the deal cycle. They don’t simply ask “does it work?” — they probe deeper: Is it maintainable? Is there key-person risk? Can this plug in nicely with our stack? Who really owns the code?
These are no longer niceties. Leading consulting firms such as Bain¹ and BCG² now consider tech diligence as part of the central deal strategy, not merely risk reduction but value capture. Studies indicate that firms doing rigorous tech diligence are almost three times more likely to achieve their post-deal objectives. Companies that conduct deep tech Ops diligence are 2.8x more likely to achieve post-deal objectives.³
Most mid-market buyers, by contrast, still rely on gut or superficial checks. There’s usually a perception that technology issues can be “swept under the rug later” or that “small teams equal small risks.” But that’s old thinking. Small teams tend to have brittle systems patched together by old-school knowledge — knowledge that walks out the door when a few developers depart. Worse, only a few mid-market purchasers even review IP ownership correctly, even though IP disputes represent almost half of post-deal legal problems. That’s not a little mistake, that’s a landmine.
The Fix: Discipline Tech Ops Diligence and Expert Guidance
Mid-market companies must rethink how they do tech diligence, not as a checkbox, but as an operating principle. It begins early, before financial modeling is finished. Diligence shouldn’t wait until after the term sheet, it should be included in what informs the term sheet.
Use a repeatable, structured framework. This means reviewing infrastructure compatibility, system architecture, scalability, IP ownership, vendor lock-ins, cybersecurity posture and DevOps maturity, every time. It means looking beyond whether the app “runs” to whether it can evolve and scale.
But perhaps the most important move? Leverage expertise. Even with a strong CIO or CTO or CISO, the internal team will have blind spots. They know company systems, but perhaps not the risks hidden within another person’s codebase. Independent tech ops advisors have cross-industry knowledge. They’ve watched what fails post-acquisition in multiple industries and scenarios. They’ve seen integrations go sour. And they can identify red flags the internal team may overlook; such as dead repositories, no peer review, bad documentation, or monolithic codebases disguised behind shiny UI.
They introduce objectivity. They pose tough questions. And most importantly, they question assumptions, which is what one requires when investing millions on a deal that will shape your company’s next chapter.
From Deal Thesis Preservation to Tech-led Value Creation
Tech Ops diligence is not simply about risk, it’s about opportunity. Executed well, it becomes an accelerator’s lever.
A modular, clean architecture enables faster integration and new product releases by teams. Properly documented systems minimize dependency on people and ensure consistency. Internal tooling with high-quality limits operational expenses. Scalable infrastructure provides room for AI adoption, automation, and better decision-making through dependable data.
Firms that integrate tech ops validation into their deal process don’t only steer clear of expensive surprises, but they’re also more likely to achieve synergies sooner and more completely. In one instance, Northramp performed pre-deal tech ops due diligence on a mid-market target. Their review highlighted scaling challenges and security vulnerabilities. By resolving these in advance, the acquirer saved millions in post-deal remediation and shortened time to value by months⁷.
This is what intelligent M&A is like today. It’s not merely about figures on a spreadsheet. It’s about comprehending the machinery of the business and making sure it can operate at scale, under pressure, and in harmony with the long-term objectives.
In M&A, especially in the mid-market, the buyers who win aren’t the ones who move fastest. They’re the ones who see clearly. And that clarity starts with knowing exactly what you’re buying beneath the surface.
1. https://rb.gy/71w1ti
2. https://rb.gy/o9c8jl
3. https://rb.gy/nlx6pr
4. https://rb.gy/e0di2l
5. https://rb.gy/gp0fi6
6. https://tinyurl.com/2cx77b6w
7. https://tinyurl.com/562duh65
