Sellers and founders
“What will a buyer find?” Understand concerns early enough to explain them, gather evidence, plan fixes and avoid unnecessary last-minute surprises.
TECHNICAL DUE DILIGENCE / SOFTWARE TRANSACTIONS
Buying or selling software?
Know what could change the deal.
Technical Due Diligence is an independent examination of technical risks before an investment, acquisition or sale. We investigate agreed evidence, including underlying source code where authorised, and explain which findings could affect the price, future costs or negotiations.
WHO COMMISSIONS TECHNICAL DUE DILIGENCE
The problem depends on where you sit in the transaction.
Technical Due Diligence is often shortened to “TechDD”. It informs decisions; it does not guarantee a transaction or prove the absence of defects.
Buyers and investors
“What liabilities are we inheriting?” Investigate the software behind the valuation before accepting ongoing costs, security exposure or technical dependencies.
Deal advisers
“How do we answer the technical questions?” Add independently commissioned, decision-ready analysis without building a permanent software review team.
AN ILLUSTRATIVE TRANSACTIONILLUSTRATIVE ENGAGEMENT
A FAMILIAR SITUATION
A software founder is preparing to sell. The product has customers and revenue. What would the buyer discover in its code?
WHAT THE CLIENT WOULD RECEIVE
A transaction-focused technical risk assessment
A commissioned review can examine significant problems supported by evidence in the software code, their interactions, and the potential implications for remediation, ongoing maintenance and the purchaser’s plans.
WHY IT MATTERS
The seller can investigate concerns before the negotiation becomes urgent. The buyer can distinguish manageable issues from questions that may justify conditions, price discussions or further diligence.
THE BUSINESS QUESTION
One hidden weakness
can change the economics.
The question is not how many warnings a scan produces. It is what the purchaser may be taking responsibility for.
Imagine a system that appears profitable but depends on one developer, contains hard-to-change components and lacks useful automated tests. Each issue matters. Together, they could mean higher maintenance costs, slower future releases and more difficulty transferring ownership.
Polaris is designed to investigate supported technical concerns together and explain their significance in ordinary commercial terms, including what remains uncertain or calls for specialist human investigation.
COLLABORATIVE TECHNICAL DUE DILIGENCE
Better due diligence.
Fewer barriers to a deal.
The buyer wants to understand the software risks. The seller wants to protect the source code and intellectual property they have built. Both concerns are legitimate.
Disagreements over code access, difficult findings and the fear of late renegotiation can turn necessary due diligence into transaction friction. Collaborative Technical Due Diligence offers an optional, buyer-commissioned route through those concerns.
Under a reporting arrangement agreed in advance by both parties, the seller grants Polaris controlled access and receives initial actionable findings first. The seller has a defined opportunity to address them. Polaris then independently checks the changes, while the buyer retains its contractual rights to the original material findings, verification outcomes and unresolved risks.
Buyer-commissioned. Seller-first remediation. Independently verified.
Discuss collaborative TechDDKnow what was found, what changed and what remains.
Commission independent software diligence without requiring direct possession of the seller's codebase under this arrangement. Receive an evidence-based record of original material concerns, verified fixes, remaining risks and relevant limitations, rather than relying on assurances alone.
Protect your IP. Demonstrate the quality of your response.
Use agreed confidentiality and access safeguards while receiving actionable findings early enough to investigate and make corrections. The seller or its chosen engineers carry out any repairs. Independent rechecking can show which changes actually resolved the identified problem.
A SHARED PROCESS, AGREED FIRST
Five steps from concern to verified evidence.
Disclosure triggers, independent reporting rights, confidentiality, fees, evidence retention and the remediation window are settled before work begins, with suitable transaction-specific legal advice.
- 01
Buyer commissions
The buyer sets the diligence questions. Both parties agree access, reporting, critical escalation and any repair window.
- 02
Seller grants controlled access
Polaris examines the agreed software and evidence. The buyer does not need direct access to the source code as part of this structure.
- 03
Seller receives initial findings
The first actionable findings go to the seller under the agreed protocol, with serious matters disclosed earlier where required.
- 04
Changes are independently rechecked
The seller decides what to fix and implements its repairs. Polaris assesses the relevant changes within a separately agreed retest scope.
- 05
Buyer receives the transparent report
Original material findings, what was attempted, verification results, unresolved risks and limitations remain clearly distinguishable, even if some repairs were unsuccessful.
INDEPENDENCE AND DISCLOSURE
Seller-first does not
mean seller-controlled.
A chance to fix an issue is not a right to hide it.
Polaris preserves the original assessment and independently records later remediation outcomes. The seller cannot approve, delete or veto material conclusions. The buyer's disclosure rights, including the circumstances requiring immediate escalation of serious findings, are agreed before the review begins.
Some findings cannot be repaired within the agreed period. Others may still matter commercially after a technical fix. Both are reflected honestly in the buyer's assessment. A collaborative process is not a promise of a clean report or a faster deal; its purpose is to reduce avoidable confrontation and help both parties decide from clear evidence.
Conventional buyer-first TechDD remains available. This option is used only when all necessary parties agree to the reporting and access structure.
SPEED, COST AND SUBSTANCE
The gap between a cheap scan
and a lengthy expert investigation.
A low-cost automated code scan may be fast. A full consultancy-led technical diligence programme may take weeks and run to tens of thousands of pounds, sometimes six figures for large transactions.
Those extensive engagements can involve management interviews, infrastructure inspection, cybersecurity operations, people, contracts and other areas beyond the source code. They are not directly comparable to a defined codebase review.
Polaris aims to make focused, evidence-led software assessment faster and more commercially accessible by using a structured internal analytical approach. We do not simply forward scanner alerts. Our reporting is intended to explain the business implications, combined exposures, priorities and limits in language buyers, sellers and advisers can use.
Cost and delivery time depend on repository size, complexity, access, objectives and the depth of review agreed. We provide a private quote and timetable for each engagement rather than advertising an unverified fixed turnaround or a standard price tier.
Our full TechDD platform is undergoing a major upgrade. Proposed scopes and delivery commitments will reflect the capabilities available at the time of commissioning.
BEYOND THE FIRST REVIEW
Check what changed.
Check that the fix did not break something else.
A single assessment is a snapshot. Software can change while a sale is being prepared or risks are being repaired.
Repeated assessment over time is sometimes called longitudinal monitoring. In everyday language, it means reviewing agreed versions of the same software at different dates and comparing the results.
For example, an initial review finds a security weakness. The developer repairs it. But the change accidentally introduces a regression, meaning something that previously worked is now broken, or a different weakness has appeared. The next review is intended to help spot the change, not simply confirm that the original warning has disappeared.
For a buyer, this provides better evidence about the condition of the software before completion. For a seller, it helps demonstrate progress rather than merely claiming the problems have been fixed. For advisers, it can support clearer milestones for remediation, negotiation and handover.
The upgraded platform's comparative assessment capabilities are being developed for this purpose. Any follow-up work is scoped and scheduled; this is not a claim that Polaris watches an unsupplied repository continuously.
CONFIDENTIALITY AND SOURCE CODE
The business you are buying
may depend on confidential IP.
Source code is a valuable commercial asset, especially during a confidential transaction.
We do not routinely submit client source-code repositories (the files containing their software) to third-party large language models. Such transfers can create intellectual-property and contractual risk depending on the provider, its terms and configured data controls. A source-code upload to an LLM would be considered only following a specific, explicit and documented client request, with agreed boundaries and safeguards.
Where authorised and appropriate, language models may assist with presenting or summarising controlled analysis findings rather than reading the original code. Confidential findings require careful handling too. Source access, retention and reporting permissions are agreed privately before an engagement.
A TRANSACTION-FOCUSED PROCESS
From the deal question to a useful decision.
01
Explain the deal
Tell us whether you are buying, selling or advising, your timetable and the questions that matter.
02
Agree boundaries
Define the software states, scope, permissions, deliverables, confidentiality and quotation.
03
Investigate and report
Examine evidence and explain technical findings in their commercial context, including limits and uncertainty.
04
Review progress
Where commissioned, compare later software versions to check repairs and identify material new concerns.
FOR ADVISERS
Add technical intelligence without building the platform yourself.
Business-sale advisers, part-time technology leaders and other intermediaries can discuss referrals, assessments delivered under their own brand or repeat arrangements.
PRACTICAL QUESTIONS
A fairer process, without hiding the facts.
Practical answers for buyers, sellers and their advisers.
Is Collaborative Technical Due Diligence commissioned by the seller?
No. It is buyer-commissioned due diligence with an optional seller-first stage agreed by both sides. Polaris remains independent when reporting the evidence.
Does the buyer still learn about the problems found at the beginning?
Yes. The buyer’s reporting rights are agreed in advance. The final assessment distinguishes the original material findings from fixes that were independently verified and risks that remain. Serious matters may require earlier disclosure.
Can the seller remove or veto findings before the buyer sees them?
No. The seller receives an opportunity to investigate and repair. It cannot suppress original material findings or control Polaris’s independent conclusions.
Does the buyer need the seller’s source code?
Not necessarily. Under the collaborative structure, source-code access can be granted directly to Polaris under suitable legal and technical controls. The buyer does not automatically receive possession of the code.
Who makes the repairs, and what if an issue cannot be fixed?
The seller or its chosen engineers make any changes. Polaris can independently recheck them within agreed scope. Issues that remain unresolved, or cannot be verified, are reported with their status and limitations.
Could a repair create a new problem?
Yes. Software fixes sometimes create a regression, meaning something that worked before stops working or a new weakness appears. A later agreed review can check relevant changes, but cannot guarantee all defects will be found.
Will collaboration always make a transaction faster?
No. Some repairs take time and the process cannot guarantee completion speed. It is designed to reduce avoidable disputes, clarify responsibilities and support better-informed decisions.
Can the buyer choose traditional Technical Due Diligence instead?
Yes. Collaborative reporting is an option, not a replacement. Conventional buyer-first reporting is available subject to an agreed scope and current service capability.
How much will an assessment cost, and when can you deliver?
The price, reporting timetable, access arrangements and retest fees depend on the transaction and software. Polaris provides an individual proposal, subject to actual capability and availability. Its full TechDD platform is currently undergoing an upgrade.
YOUR NEXT STEP
Facing a software transaction?
Tell us the type of transaction, the software involved and the commercial questions you need answered. We can discuss a proportionate private scope and realistic timescale.