What we solve ·Should I approve what is on my desk?
Vanguard · Guide
What are you actually buying in technology, before you sign?
The financial diligence is done. Nobody looked at whether the operation survives the day after.
Before you sign: what you are actually buying in technology, what shuts off when three people leave and what day one costs.
Technology and operations due diligenceSend this page to whoever decides
This sounds like you if
- You have a signed letter of intent and an exclusivity clock running.
- The seller's technology numbers do not match what can be seen.
- In an earlier acquisition, technology costs appeared after closing.
Use this today, without hiring anyone
What is not in the transaction data room and decides the cost of day one. Ask for it this week: if the seller is slow or does not have it, that is already a finding.
- The inventory of what shuts off at closing. Which services the selling parent provides today: email, network, security, payroll, support. And what it costs to replace each one.
- The change of control clauses. Which contracts get renegotiated or break simply because the owner changes. That is usually where the money is.
- The three person map. Who leaves on announcement day and what process shuts off with that person. It is in no document: you ask.
- The list of versions out of support. With the end of support date next to each one. It is the deferred cost nobody puts on the negotiating table.
- What was self built with no documentation. What runs today that was made by someone who is gone, and what process depends on it.
How we solve it
The method, not the promise.
- The questions the investment committee needs answered get fixed in writing. The report is judged against that list.
- The transaction data room gets walked looking first for what is missing, which is where the operational debt lives.
- Two to four interviews with the target's management. That is where dependence on people shows up, which no document reveals.
- The cost of day one gets modeled with ranges and with the assumptions in plain view, not with a single number.
- The findings that move price or require a warranty get written in the language in which they are negotiated.
What you receive
- The findings report, classified by impact on price.
- The day one cost model, with ranges and visible assumptions.
- The list of risks that require a seller warranty, written for the negotiating table.
- A preliminary plan for the first hundred days.
The proof that applies here
- The systems separation in one of the largest bank divestitures in Latin America: 100% of systems cut over on the legal day, zero failures and zero regulatory findings.
- A regional operation built from zero to leading regional group.
- 19 years across Citi, IBM and HPE, buying and selling from the same side of the table that now gets audited.
Before you hire
The scope reaches as far as the access reaches: whatever the transaction data room does not contain and nobody wants to tell is declared as an uncovered area, not estimated.
In a transaction, every hand that touches confidential information against the clock is one more leak path. Here the person who interviews management is the person who signs the report and the person who sits with the committee: the information does not circulate.
Which question about the target's operation is still unanswered, at this point in the transaction?
If the problem is a different one