ABuy or sell side
Red-flag memo
A focused review of what can change the price or stop the deal. For an early look before exclusivity, or a quick check before going to market.
- Usually 5 to 10 business days
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Services
Four ways to read a software company.
Every engagement covers the same six layers: ownership, infrastructure, data, code, security and team. What changes is the depth, the timing and who the report is written for.
01 · Engagements
Pick by the stage of the deal.
BBuy side
Technical due diligence
A full review of all six layers, interviews with the team and a fix plan with costs. For buyers inside exclusivity.
- Usually 2 to 4 weeks
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CSell side
Vendor due diligence
The same review commissioned by the seller and shared with buyers. Fewer surprises, a faster process, your story told first.
- Usually 3 to 5 weeks
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DSell side
Exit readiness
A monthly program for founders 6 to 18 months before a sale: baseline, fix plan, tracking and a mock review at the end.
- Monthly, at least 4 months
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02 · How to choose
Start from where the deal is.
It depends on your side and the time left. If unsure, the scoping call settles it.
- Selling in a year or more
- Exit readiness. There is time to fix what a buyer would find and to build the technical part of the data room as you go.
- Selling in the next few months
- Vendor due diligence before your advisor approaches buyers. If time is very short, a red-flag memo shows what to fix or explain first.
- An offer has arrived
- A red-flag memo for the seller: a quick, honest picture of what the buyer's reviewers will ask about.
- Buying, before the letter of intent
- A red-flag memo, outside-in where there is no access yet. It tells you whether the technology could change your offer.
- Buying, inside exclusivity
- Technical due diligence: the full read, interviews with the team, the cost to fix and points to raise with your counsel.
- Advising a client
- Any of the four, reported to your client. See how we work with advisors.
03 · Every engagement
What every engagement includes.
Whatever the depth, the method is the same.
Six layers. Ownership and IP, infrastructure and cost, data and privacy, code and architecture, security and access, team and knowledge. What each layer covers.
Four severity ratings. Critical, High, Medium and Low, each with a business impact in plain words. How we rate findings.
Evidence and cost to fix. Every finding names what we saw and where, and gives a cost and time to fix with the assumptions behind it.
A walkthrough. We go through the findings with you and your advisors, and answer follow-up questions.
A closed door. NDA first, read-only named accounts, no copies of personal data, access closed at the end. Our access protocol.
04 · Fees
A fixed fee, agreed before we start.
We scope each engagement on a short call under NDA and send a written proposal: what is in scope, what is out, the date of the report and one fixed fee. The fee depends on the size of the product and the depth of the review. It does not change with the outcome of the deal, and there is no success fee.
If the scope has to grow, for example a second product nobody mentioned, we stop and agree it in writing first.
05 · Not included
What we do not do.
- We do not arrange, negotiate or execute transactions. We are not a broker-dealer.
- We do not give legal, tax, accounting or investment advice. We work alongside your counsel and accountants.
- We do not value the company. We describe the technology and what it will cost to own and fix.
- We do not sell the fix with the review. If you want issues fixed, that is a separate decision and a separate contract.
- We never work for both sides of the same deal.
06 · Questions
Common questions.
Which engagement do most people start with?
It depends on the side and the time left. Buyers usually start with a red-flag memo before the letter of intent and move to technical due diligence in exclusivity. Sellers with a year or more start with exit readiness; sellers with months start with vendor due diligence. A short scoping call settles it.
Can one engagement build on another?
Yes. Work done for a red-flag memo counts toward a full technical due diligence on the same company, and exit readiness ends with a mock review that makes vendor due diligence shorter. We do not charge twice for reading the same thing.
Is the fee really fixed?
Yes. The proposal names one fee for the agreed scope and a report date. If something outside that scope appears, such as a second product, we stop and agree any change in writing before doing more work.
Do you work for sellers and buyers?
Both, but never for both sides of the same deal. If we have any relationship with a party, we disclose it before we start and decline when it could affect our view. See who we serve.
What kinds of software do you review?
SaaS platforms, e-commerce, web and mobile products and internal systems. If a product depends on a technology we do not know deeply, we say so in the proposal and bring in a specialist or decline.
Will you fix what you find?
Not as part of any review. Our engineering partner PERETZ, under common ownership, can do the work under a separate contract. It is never a condition, and you are free to use any team.
Next step
Preparing a sale or looking at a target?
We reply within one business day. NDA before any documents change hands.