In mergers and acquisitions (M&A), thorough due diligence is crucial to ensure a successful transaction. While financial, legal, and operational reviews often take center stage, IT due diligence is frequently underestimated or overlooked.

However, the technology landscape of the target company can significantly impact the deal’s value, integration success, and future risk. This article highlights key aspects of M&A IT due diligence that buyers often miss and explains why a comprehensive IT risk assessment is essential. 

The Importance of IT Due Diligence in M&A 

M&A IT due diligence involves a detailed examination of the target company’s technology assets, systems, security posture, and IT management practices. This process helps buyers identify potential technology risks, hidden liabilities, and integration challenges that could affect the transaction’s outcome. 

Skipping or rushing this step can lead to unexpected costs, operational disruptions, or security vulnerabilities post-merger. 

Commonly Overlooked Areas in M&A IT Due Diligence 

Legacy Systems and Technical Debt 

Buyers often focus on core business applications but miss evaluating legacy systems that may be costly to maintain or incompatible with the acquiring company’s infrastructure. Undocumented or outdated technology can create significant integration challenges and drive up post-merger expenses. 

Cybersecurity Posture and Vulnerabilities 

A merger technology audit must include a comprehensive security review. Many buyers overlook vulnerabilities such as outdated patches, insufficient endpoint protection, or weak access controls. Unidentified security gaps can expose the combined entity to cyberattacks and regulatory fines. 

Third-Party Vendor and Software Licensing Risks 

IT contracts and software licenses are critical to operations but often receive less scrutiny. Buyers should verify vendor agreements, licensing compliance, and potential risks related to service continuity or contract termination upon acquisition. 

Data Privacy and Compliance Issues 

With increasing regulatory scrutiny, data privacy compliance is a major concern. Buyers sometimes underestimate the complexity of the target’s compliance landscape, especially if operating across multiple jurisdictions. Failure to address privacy gaps can lead to costly penalties and reputational damage. 

IT Staffing and Knowledge Retention 

Understanding the skills and stability of the target’s IT team is vital. Buyers may overlook key personnel risks, such as the potential loss of critical IT staff after the deal closes, which can jeopardize system maintenance and integration efforts. 

Disaster Recovery and Business Continuity Plans 

Assessing the robustness of disaster recovery (DR) and business continuity (BC) plans is often neglected. A weak DR/BC strategy can lead to prolonged downtime during integration, affecting client service and revenue. 

Integration Complexity and Costs 

Buyers sometimes fail to fully evaluate how well the target’s IT systems will integrate with their own. Misaligned platforms, data incompatibilities, or differences in technology standards can increase integration timelines and costs. 

Best Practices for Effective M&A IT Due Diligence 

• Engage IT experts early in the M&A process to perform a thorough technology audit. 
• Conduct a detailed inventory of all hardware, software, networks, and security controls. 
• Assess cybersecurity risks through vulnerability scans and penetration testing. 
• Review software licenses and third-party contracts for compliance and potential termination risks. 
• Evaluate IT staff capabilities and retention plans to ensure knowledge continuity. 
• Analyze data privacy compliance and regulatory risks. 
• Plan for integration challenges with detailed technology roadmaps and budget forecasts. 
• Include disaster recovery and business continuity readiness in the risk assessment. 

M&A IT due diligence is a critical, yet often underappreciated, component of successful mergers and acquisitions. Buyers who overlook key technology risks can face unexpected costs, operational disruptions, and security breaches after the deal closes. By conducting a comprehensive IT risk assessment and merger technology audit, buyers can uncover hidden issues, better plan integration strategies, and ultimately protect the value of their investment. 

If you are preparing for an M&A transaction, ensure your due diligence team includes experienced IT professionals who understand the complexities of IT systems and cybersecurity risks in M&A.