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Tech Due Diligence · March 2026 · 6 min read

Why PE Firms Do
Tech Due Diligence
Wrong

After 80+ tech DD engagements across Europe - for VCs, PE firms, and M&A advisors - we see the same mistakes repeated. Here's what actually matters, and what doesn't.

Most PE firms approach tech due diligence the same way they approach financial DD: they send in a large consulting firm, ask for a comprehensive assessment, and receive a 60-page report two weeks later that nobody fully reads.

The result is a document that checks a compliance box rather than a tool that improves a decision.

After running 80+ tech due diligences across Europe, here's what we've learned about what actually matters - and what PE firms consistently get wrong.

Mistake 1: Treating tech DD as a checklist exercise

The most common failure mode is a report that evaluates the technology against a generic framework - cloud architecture tick, test coverage tick, security posture tick - without asking the question that actually matters: is this technology a competitive asset or a liability for the next owner?

A legacy monolith isn't automatically a problem. A modern microservices architecture isn't automatically an asset. What matters is whether the technology serves the business's growth ambitions - and whether the team can execute against them.

Mistake 2: Underweighting team risk

In our experience, team risk is the single most underweighted factor in tech due diligence. Every acquirer looks at the code. Far fewer ask:

We've seen acquisitions go badly not because the code was poor, but because the team structure made the technology unmaintainable without its original builders.

Mistake 3: Ignoring AI adoption as a forward-looking signal

In 2026, a team's AI adoption posture is one of the most important forward-looking signals in any tech assessment. An engineering team that is AI-native will compound its velocity advantage over the next three years. A team that is AI-resistant will fall further behind every quarter.

We now assess AI adoption in every engagement - not as a nice-to-have, but as a core element of the competitive analysis.

What good tech DD looks like

The best tech due diligences we've seen - and the ones we try to deliver - share a few characteristics:

The goal isn't to find reasons not to do the deal. It's to understand what you're buying - and what it will take to make it worth what you paid.

Above The Clouds delivers tech due diligence for PE firms and M&A advisors across Europe. Reports in 5–7 days, from €8,000. Get in touch to discuss your next deal.