M&A technology framework: context to decision-ready outputs


A structured, interactive view of how we run technology due diligence, from deal context to decision-ready outputs.

Five layers, thirty-eight components. Open any one below for the detail behind it: the questions we ask, the evidence we request and the outputs it feeds.

Technology due diligence · Carve-outs · Integration

The Heremba Technology Discovery Framework

Heremba FRAMEFrame · Reveal · Assess · Mandate · Equip

A technology number your approving body can defend. Five layers take a deal from “who is buying, and what?” to a costed, sequenced path to Day 1 — and every finding leaves the process CLEAR: coded, lens-rated, evidenced, actioned, ready.

6Framequestions
12Revealdomains
7Assesslenses
4Mandatetreatments
9Equipoutputs

Select any component for the detail behind it. move between components; Esc closes.

1

FrameDeal & business context

Six questions that frame everything downstream

Gate: scope and intent fixed
2

RevealDiscovery

Twelve evidence domains across the acquired technology estate

Gate: as-is confirmed by the people who run it
I · The business (R01–R03)II · The estate (R04–R07)III · The transfer (R08–R10)IV · The case (R11–R12)
3

AssessAssessment lenses

Seven cross-cutting dimensions that rate every finding

Gate: findings rated, noise parked
A finding carries the highest rating it earns across the seven lenses: Low · Medium · High · Critical. Every rating traces to evidence: a document (D), a system (S), a named person (P) — or a recorded gap (G).
4

MandateTreatment

Every rated finding receives exactly one mandate

Gate: every finding actioned and owned
One finding, one mandate. A finding that seems to need two is two findings.
5

EquipOutputs

Nine decision-ready deliverables

Gate: decision informed

Every finding is CLEAR

The standard a finding must meet before it leaves the process — whichever layer it came from.

CCoded

Traced to a FRAME component and given a finding code, so it can be found, cited and reconciled across the register, the model and the IC paper.

LLens-rated

Scored on all seven Assess lenses. The finding carries its highest rating: Low, Medium, High or Critical.

EEvidenced

Graded D (document), S (system) or P (named person). Where none exists, G — a recorded, owned gap. Nothing is guessed.

AActioned

Given exactly one mandate — Price, Protect, Plan or Park — with the number, the clause, the plan item or the owner that goes with it.

RReady

An owner, a date and a destination output. A finding without all three is not finished.

Finding code: R09-A5-H-D-M1 reads: Contracts & Licensing domain · Commercial impact lens · High · evidenced by a document · mandate: Price.

Using the framework

The five layers run in sequence, each closing at a gate. Who is buying decides how the lenses are read; the deal structure decides where the Reveal weight falls.

Who is buying

Private equity

Deal and operating partners on a hold-to-exit horizon. Value is the thesis: synergies, the 100-day plan, the exit story. The approving body is the investment committee.

How FRAME readsA7 Value & thesis reads as exit impact. Price and Protect mandates dominate before signing.

Corporate development

Corp-dev and integration teams outsourcing the technology workstream. The business will be absorbed into an existing estate and must conform to group standards.

How FRAME readsTarget direction is mostly “integrate”. A7 reads as strategic fit and standards conformance. Plan mandates dominate; the approving body is a board or steering committee.

Family office

Direct acquisitions, often run standalone for a long horizon with a lean deal team and no in-house technology function.

How FRAME readsOperational and cyber lenses carry more weight; R02 Organisation and R11 Operations decide whether the business can run itself.

Seller-side

Vendor due diligence and exit readiness: the same twelve domains, run before the buyer’s team does, so nothing is found that the price has not already absorbed.

How FRAME readsOutputs become the data-room technology pack and the TSA the seller is prepared to offer.

Deal structure

Share purchase

The legal entity transfers intact. Contracts, licences, employees and systems generally come with it, so fewer consents are needed and a TSA is less likely.

Where we weightEvery change-of-control clause is read (R09). Otherwise an even pass across all twelve domains.

Asset purchase / carve-out

Defined assets only. Contracts, licences and data may need novation, consent or re-procurement, and the business must be lifted out of the seller’s estate. A TSA is expected; separation effort is higher.

Where we weightLocation & entity (R03), infrastructure (R07), identity (R08), contracts (R09) and transition (R10) carry the risk.

Joint venture

Shared ownership adds governance to the first Frame question: who owns, who governs, who decides. Platform and data ownership must be settled before Day 1, not after.

Where we weightAll twelve domains, with particular attention to data ownership (R04), built IP (R06) and licensing (R09).

The standing rule

Every finding traces to a document, a system or a named person. Gaps are recorded and owned — never guessed. One finding, one mandate. That is what makes the number defensible in front of an investment committee or a board.

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© Heremba Advisors. The Heremba Technology Discovery Framework™, Heremba FRAME™, the CLEAR™ finding standard, the finding-code system and the Price · Protect · Plan · Park mandates are the intellectual property of Heremba Advisors Ltd.Diligence · Design · Mobilise · Execute · Realise