Decision review / Due diligence
What you are actually buying, before the close.
A target’s technology is rarely what the data room says it is. The question is not whether it works today, because it plainly does, but what it will cost to own: the licences that reprice on a change of control, the one engineer who knows how billing actually runs, the platform two versions past support that nobody mentioned.
What we look at
Six things that become yours at close.
Diligence that only asks whether the technology works will pass almost any target. These are the questions that change the number.
What reprices on change of control
Licences, support agreements and cloud commitments that carry an assignment clause. Some renegotiate quietly. Some do not, and the difference can be material against the purchase price.
Key-person exposure
The systems that exist mostly in one person’s head, and whether that person has any reason to stay after their equity clears. This is consistently the largest undocumented risk in a small technology estate.
The real integration cost
Two of everything: two identity providers, two finance systems, two networks that were never designed to meet. What it takes to make them one, sequenced and priced, rather than described as a workstream.
Support and end-of-life status
What is running past vendor support today, what falls off within the hold period, and which of those is load-bearing rather than incidental.
Security posture and history
What the target holds, who can reach it, what has already happened, and what has been disclosed. You inherit the history as well as the estate.
What the data room left out
Diligence is as much about the shape of the gaps as the contents. A missing asset register, absent restore tests, no offboarding records: each of those is a finding in itself.
What you get
Something you can take into the negotiation.
Written for a deal team and an investment committee rather than for an IT department, which means the findings arrive attached to numbers and to the clause they affect.
A findings memo
Ranked by effect on the transaction rather than by technical severity, with the evidence behind each one and a plain statement of confidence where access was limited.
An integration estimate
What it costs and how long it takes to make one company out of two, phased, with the assumptions written down so they can be challenged.
A list of things to price in
The items that belong in the negotiation: a retention package, an escrow, a specific rep or warranty, or a walk-away. Named, with the reasoning.
Who you are working with
Built, consolidated and unwound at institutional scale.
VanDien.io is led by Christopher Moskowitz, who most recently ran engineering for Jefferies, a full service capital markets, investment bank, and was Chief Technology Officer at two premier New York alternative investment organizations before that, where the work included building dual-data-center high availability, a firm-wide data warehouse spanning order management, fund accounting and analytics, and ultimately the orderly technical wind-down of a fund. Integration and separation are the same problem read in opposite directions.
Related reviews
Before the deal, and after it.
Common questions
How quickly can this be done?
Diligence runs to the deal’s calendar rather than ours, and we will tell you honestly at scoping what can be established in the window you have. A narrow, well-aimed review inside a tight window is worth more than a broad one that lands after signing.
What if the target will not give us access?
That is common and it is workable. A great deal can be established from contracts, invoices, org structure and a small number of well-chosen interviews. Where a question genuinely cannot be answered without access, we say so and flag it as an open risk rather than guessing.
Do you cover security as part of this?
Yes, at the level the deal needs: what the target holds, who can reach it, what has already happened, and what you inherit at close. A full assessment is a separate engagement and we will say if the situation warrants one.
Can you help after the deal closes?
Yes, as a separate engagement. The diligence report is written so the integration plan can be executed by your own team or the target’s, because a report you can only act on by hiring its author is not diligence.
The data room will not tell you what it costs to own.
info@vandien.io · (551) 236-3191 · Ridgewood, NJ, serving the New York metro