How it works in a data room
Technology reviewers look at architecture diagrams, system inventories, open-source license reports, security policies, penetration testing results, incident logs and development roadmaps. Source code is rarely placed in the data room itself; instead, buyers get supervised access or a third-party scan report. Sensitive technical documents are usually view-only and watermarked, and the most sensitive items may be limited to a small clean team from the buyer’s side.
Why it matters in a deal
In software and tech-enabled businesses, the product is the asset. Unpatched vulnerabilities, unlicensed open-source code, a single engineer holding critical knowledge or an architecture that cannot scale can all erode value after closing. Findings also shape integration plans and budgets. Our post-merger integration checklist shows how technical findings carry into the first months of ownership.
Example
A private equity buyer assessing a French HR software company commissions a code scan and security review. The scan finds an open-source component under a license that could require disclosure of proprietary code. The seller replaces the component before signing, and the buyer adds a specific warranty covering open-source compliance. See the France guide for local data protection points around employee records.