New to the market. Not new to the work.
The Structure is an independent technical due diligence firm based in Seattle, Washington. We read the technology of software companies for the people who buy and sell them, with a focus on lower middle market deals in the United States.
The part of the deal nobody checks properly.
In large software deals, a technical review is routine. Buyers have specialist firms, operating partners and in-house engineers, and the process has a slot for the work. In the lower middle market, the same kind of deal often has a banker, a lawyer, an accountant and a quality of earnings report, and nobody whose job is to read the technology. The product may be the whole business, yet the check is a demo, a call with the technical lead and a few questions in the data room.
That gap is expensive on both sides of the table. Buyers inherit a cloud account they do not control, a framework past its end of support or a billing system only one person understands, and find out after closing. Sellers lose price late in exclusivity over problems that would have been a line in a fix plan six months earlier.
We set up The Structure to close that gap: a technical review sized for the deals that need it most, written for the people who decide, with enough detail that their engineers can check every line. The method is the same on every engagement and is described on our approach page.
Who stands behind The Structure.
The deal side and the engineering side, side by side as in every review.
Deal people and engineers, one team.
The people who know how buyers think and the people who know how software is built and run work on the same engagement. Every review is led by a senior engineer and checked by someone who has spent years on the deal side.
The engineer reads the code, the infrastructure and the access lists, and talks to the team that runs them. The deal-side reviewer reads every finding as a buyer, a lender or an insurer would: is the severity right, is the business impact stated in terms that matter to the deal, is the cost to fix credible, and are its assumptions written down. A finding that is technically true but does not say what it means for the deal goes back for rewriting.
We introduce the people on your engagement by name before you sign, and they are the people who do the work.
Our findings do not depend on the deal.
- Fixed fee
- Agreed in writing before we start. No success fee. We are paid the same whether the deal closes or not.
- Independent
- We hold no stake in the companies we review. If we have any relationship with a party to the deal, we say so before we start, and we decline when it could affect our view.
- Confidential
- NDA before the first document. Read-only, time-limited access through named accounts, no copies of personal data, and access closed at the end with written confirmation.
- Not a broker
- We do not arrange, negotiate or execute transactions. We are not a broker-dealer. We read the technology.
- Our lane
- No legal, tax, accounting or investment advice, and no valuation. We work alongside the advisors who give it.
- Plain language
- Every finding is written so the person who decides can understand it, with the detail engineers need underneath.
What independence means in practice.
Every technical due diligence firm says it is independent. These are the rules we hold ourselves to, and the ones you can ask us about on any engagement.
- A conflict check before every proposal. We check the buyer, the seller and the company itself against our past and current work, and through common ownership against the work of PERETZ.
- One side per deal. We work for the buyer or for the seller, never for both in the same transaction.
- No stake. We hold no equity or other financial interest in the companies we review.
- A fee not tied to the outcome. One fixed fee, no success fee, the same amount whether the deal closes, changes price or falls apart.
- Fixes never sold in the review. The report gives a cost to fix that any team can work from. Fix work is a separate decision and a separate contract.
- Disclosure about PERETZ. If PERETZ has worked on a company we are asked to review, we say so before we start, and we decline when it could affect our view.
One part of your deal team.
A deal has many advisors. We read the technology and hand each of them what they need from it.
- M&A advisors and brokers
- We report to the client who engages us and keep the advisor informed as the client wishes. We never contact buyers or sellers without the advisor, and we fit our timeline to the process they run. More on working with advisors.
- Counsel
- Findings that touch the purchase agreement, such as missing IP assignments, open-source license obligations or privacy gaps, are listed as points for counsel with the evidence attached. Counsel decides what goes into representations, indemnities or closing conditions.
- Accountants
- The monthly infrastructure bill, hosting commitments and the cost to fix findings feed the financial view. We share our figures and assumptions with the accountants, so the technical and financial numbers agree.
- Lenders and insurers
- With the client's consent, we walk lenders and R&W insurance underwriters through the summary and answer their technical questions.
Review and repair are separate.
Our engineering partner is PERETZ, a software and design company under common ownership with The Structure. When a client wants the findings fixed, PERETZ can do the work under a separate contract. It is never a condition of a review, and clients are free to use any other team.
To keep the review independent, the fix is never priced or sold inside the review, and we never review work PERETZ did for the same company without saying so first. Costs to fix in our reports are written for any competent team, with the assumptions stated, so you can get a second quote on every line. When a client uses another team, we check the result the same way. See the questions on this in our FAQ.
What to expect from us.
- A reply within one business day, and an NDA before any documents change hands.
- A written proposal with scope, exclusions, the report date and one fixed fee. Nothing starts until you agree.
- The people named in the proposal doing the work, from the first request to the walkthrough.
- Short, batched requests to the company's team, planned around their week.
- If we find something that could stop the deal, we tell you when we find it, not in the final report.
- Every finding with severity, evidence, business impact and a cost and time to fix, with the assumptions written down.
- Strengths as well as problems, and a plain statement of what we could not see.
- Access closed at the end, with written confirmation of what we keep and for how long.
The Structure LLC.
- Legal entity
- The Structure LLC, a Washington limited liability company
- Based in
- Seattle, Washington, United States
- Focus
- Lower middle market software deals in the United States
- Contact
- hello@thestructure.io
Preparing a sale or looking at a target?
We reply within one business day. NDA before any documents change hands.