01
Ownership & access
Cloud accounts on a personal card, domains held by a former contractor, payment accounts that can't transfer.
Technical due diligence
Know what you're buying.
Independent technical due diligence for buyers of small software and e-commerce businesses, from a former CTO who has prepared a company for acquisition, inherited systems like these, and paid for the surprises.
Approach
The system as it is, and as it should be.
Financial diligence checks the numbers and legal diligence checks the contracts. Technical diligence answers what's left: what the software really is, who controls it, and what it will cost to make it what the seller says it is.
lex lata
As it is
What the code, the infrastructure, and the accounts behind them actually show, verified rather than taken from the pitch deck.
lex ferenda
As it should be
What it needs to become to support your plan, and a dollar estimate for closing the gap that you can take to the negotiating table.
Diligence
Two levels of review, fixed fees.
Built for search funds, independent sponsors, and individual buyers acquiring software and e-commerce businesses where the technology matters but an agency's price doesn't fit the deal.
Red Flag Scan
$3,000
3–5 business days · before or just after the LOI
What we need: a call with the founder and a screen-share walkthrough. Code access helps but isn't required.
- Who wrote the code, and who owns it
- Key-person and single-point-of-failure risk
- Hosting, vendor lock-in, and account control
- Security basics and obvious exposures
- A short go / no-go memo with the top risks
Fee credited in full toward a Full Technical Diligence on the same deal.
Full Technical Diligence
From $10,000 scoped per deal
About 2 weeks · during confirmatory diligence
What we need: read-only access to the code, hosting, and key vendor accounts.
- Everything in the Red Flag Scan, in depth
- Architecture, code quality, and scalability review
- Interviews with the founder and technical team
- Open-source license and third-party dependency review
- Priced remediation estimates you can negotiate with
- A 90-day technical plan for after closing
Independence: fractional CTO support for the first 90 days after closing is available, but it's offered only after the report is delivered and is never contingent on the deal closing, so the findings never depend on whether you buy. We also never review a business we maintain under a Care Plan, and we don't offer Care Plans to a seller while a deal is in progress.
What gets examined
The expensive problems usually aren't in the code.
A code scan is one input. Most post-close surprises in small deals come from what's missing from the data room.
02
Key-person risk
How much of the business lives in one developer's head, and whether that person stays after the sale.
03
Code & architecture
Whether the system can carry your growth plan, and what parts will need rebuilding to get there.
04
Security & data
Backups that actually restore, exposed secrets, customer-data handling, and basic hardening.
05
Vendors & licenses
Third-party services, integrations, and open-source licenses the product quietly depends on.
06
Cost to fix
Every material finding comes with a cost range you can use for the purchase price, the escrow, or your budget.
Care Plans
Systems that keep working.
Ongoing maintenance and technical oversight for small and mid-sized businesses, including custom e-commerce, Shopify and WordPress stores, ERP integrations, and the custom applications a business quietly runs on. Everything stays updated, backed up, and watched, and you hear from us before your customers notice a problem.
Plans are quoted per system after a short review.
- Updates, testedPlatform, framework, and dependency updates applied and verified, not just clicked.
- Backups that restoreOff-site backups of code and data, with restores tested on a schedule.
- Uptime & security monitoringAlerts when something goes down, slows down, or changes that shouldn't.
- Checkout & integration checksOrders, payments, and inventory or ERP syncs verified after every change.
- A technical point of contactSomeone who knows your systems when a vendor, developer, or problem needs an answer.
- Monthly reportA plain-English summary of what was done and anything worth knowing.
About
Led by a former CTO
Ferenda Partners is led by a technology executive with more than twenty-five years of building software and the teams behind it.
That experience covers both sides of the table: as a CTO preparing a company for investors and acquirers, as an engineering leader running large teams and major platform rebuilds, and as a founder and fractional CTO building systems from scratch.
That's the view a buyer needs: what sellers put forward, what they leave out, and what it really costs to fix after closing. Based in North Texas; working with buyers anywhere. A full background and references are available on request.
- 25+years building software
- CTOand engineering leadership
- Both sidesof investor and acquirer diligence
- End-to-ende-commerce, ERP, SaaS & custom apps
The name
lex ferenda
Latin for "the law as it should be." Good diligence prices the distance between how things are and how they should be.
Contact
Have a deal in front of you?
Send a short note with what you're looking at and where you are in the process. We're happy to sign your NDA before you share details. Most inquiries get a reply within one business day.