# Tech & IT M&A Playbook

Published 41 / 60 chapters. By [Naoufal El Bantli](https://elbantli.com/). Source: https://elbantli.com/insights/

A chapter-by-chapter guide to technology across the deal lifecycle: tech due diligence, deal structuring, Day-1 readiness and transition service agreements (TSAs), integration and separation, ERP, and post-deal value creation.

## Pre-deal and tech due diligence

1. [The role of technology in value creation (and destruction) in M&A](https://elbantli.com/insights/technology-value-creation-destruction-ma/), 7 min
2. [How tech due diligence really drives investment outcomes](https://elbantli.com/insights/how-tech-due-diligence-drives-investment-outcomes/), 9 min
3. [Buy-side vs sell-side tech due diligence: different objectives, different truths](https://elbantli.com/insights/buy-side-vs-sell-side-tech-due-diligence/), 7 min
4. [What good looks like in IT due diligence](https://elbantli.com/insights/what-good-looks-like-it-due-diligence/), 8 min
5. [Tech DD in PE deals vs corporate deals](https://elbantli.com/insights/tech-dd-in-pe-deals-vs-corporate-deals/), 12 min
6. [Speed vs depth: trade-offs in fast-cycle due diligence](https://elbantli.com/insights/speed-vs-depth-fast-cycle-tech-due-diligence/), 10 min
7. [Red flags that kill deals (or should)](https://elbantli.com/insights/red-flags-that-kill-deals-or-should/), 10 min
8. [Assessing the IT organization: skills, structure, and key-person risk](https://elbantli.com/insights/assessing-the-it-organization-skills-structure-key-person-risk/), 8 min
9. [Application landscape due diligence: complexity, technical debt, and fit](https://elbantli.com/insights/application-landscape-due-diligence-complexity-technical-debt-fit/), 7 min
10. [Infrastructure and cloud due diligence: scalability, cost, and risk](https://elbantli.com/insights/infrastructure-and-cloud-due-diligence-scalability-cost-risk/), 9 min
11. [Cybersecurity due diligence: what matters before it is too late](https://elbantli.com/insights/cybersecurity-due-diligence-what-matters-before-too-late/), 11 min
12. [Data, analytics, and reporting due diligence](https://elbantli.com/insights/data-analytics-reporting-due-diligence/), 11 min
13. [ERP due diligence: when the core system is the deal](https://elbantli.com/insights/erp-due-diligence-when-core-system-is-the-deal/), 10 min
14. [IT contracts, licenses, and vendor lock-in risks](https://elbantli.com/insights/it-contracts-licenses-vendor-lock-in-risks/), 12 min
15. [IT cost structure and budget due diligence](https://elbantli.com/insights/it-cost-structure-budget-due-diligence/), 11 min
16. [Identifying separation and integration complexity during DD](https://elbantli.com/insights/identifying-separation-integration-complexity-during-dd/), 10 min
17. [How AI is changing tech due diligence](https://elbantli.com/insights/how-ai-is-changing-tech-due-diligence/), 14 min
18. [Using AI to accelerate application and codebase analysis](https://elbantli.com/insights/using-ai-accelerate-application-codebase-analysis/), 15 min
19. [AI for cyber, data, and risk detection in deals](https://elbantli.com/insights/ai-cyber-data-risk-detection-deals/), 15 min
20. [Limits and risks of AI-driven due diligence](https://elbantli.com/insights/limits-risks-ai-driven-due-diligence/), 14 min

## Deal structuring and pre-close planning

21. [Translating tech due diligence findings into the investment thesis](https://elbantli.com/insights/translating-tech-due-diligence-findings-into-investment-thesis/), 8 min
22. [From findings to actions: building the tech workplan pre-close](https://elbantli.com/insights/from-findings-to-actions-building-tech-workplan-pre-close/), 11 min
23. [TSA strategy: why most deals get it wrong](https://elbantli.com/insights/tsa-strategy-why-most-deals-get-it-wrong/), 12 min
24. [Estimating true one-time vs run-rate IT costs](https://elbantli.com/insights/estimating-true-one-time-vs-run-rate-it-costs/), 11 min
25. [Separation vs integration: making the right call early](https://elbantli.com/insights/separation-vs-integration-making-right-call-early/), 11 min
26. [Tech implications of carve-out vs full acquisition deals](https://elbantli.com/insights/tech-implications-carve-out-vs-full-acquisition-deals/), 10 min

## Day-1 readiness and transition services

27. [What Day-1 really means for IT](https://elbantli.com/insights/what-day-1-really-means-for-it/), 7 min
28. [Day-1 readiness: systems, people, and data](https://elbantli.com/insights/day-1-readiness-systems-people-data/), 10 min
29. [Designing and negotiating TSAs that actually work](https://elbantli.com/insights/designing-negotiating-tsas-that-actually-work/), 11 min
30. [Managing TSA dependencies and exit risks](https://elbantli.com/insights/managing-tsa-dependencies-exit-risks/), 14 min
31. [Governance and decision rights during TSA periods](https://elbantli.com/insights/governance-decision-rights-during-tsa-periods/), 11 min
32. [Common Day-1 failures and how to avoid them](https://elbantli.com/insights/common-day-1-failures-how-to-avoid-them/), 10 min

## Post-deal integration and separation execution

33. [IT program management in carve-outs and PMIs](https://elbantli.com/insights/it-program-management-carve-outs-and-pmis/), 8 min
34. Operating model choices for post-deal IT (planned)
35. Application separation vs replacement strategies (planned)
36. Data migration: risks, trade-offs, and best practices (planned)
37. Identity, access, and security in separations (planned)
38. Infrastructure stand-up and cutover planning (planned)

## ERP and core systems transformation

39. [ERP as a value lever in M&A](https://elbantli.com/insights/erp-as-value-lever-in-ma/), 12 min
40. [One ERP or multiple? Post-deal ERP strategy choices](https://elbantli.com/insights/one-erp-or-multiple-post-deal-erp-strategy-choices/), 15 min
41. [SAP in M&A: common scenarios and pitfalls](https://elbantli.com/insights/sap-in-ma-common-scenarios-and-pitfalls/), 14 min
42. [Microsoft Dynamics 365 in carve-outs and PMIs](https://elbantli.com/insights/microsoft-dynamics-365-carve-outs-pmis/), 14 min
43. [ERP for manufacturing-heavy businesses](https://elbantli.com/insights/erp-for-manufacturing-heavy-businesses/), 14 min
44. [Payroll and HR systems in global separations](https://elbantli.com/insights/payroll-hr-systems-global-separations/), 14 min
45. [Procurement and supply chain system integration](https://elbantli.com/insights/procurement-supply-chain-system-integration/), 13 min
46. [Timing ERP transformations: Day-1, Day-100, or later?](https://elbantli.com/insights/timing-erp-transformations-day-1-day-100-or-later/), 15 min

## IT transformation and value creation

47. IT cost reduction after the deal: what actually works (planned)
48. FTE rationalization without breaking the business (planned)
49. Capturing IT synergies: myths vs reality (planned)
50. Application rationalization as a value lever (planned)
51. Cloud migration in post-deal environments (planned)
52. Modern architecture as a competitive advantage (planned)
53. Tech-enabled EBITDA expansion (planned)

## Advanced topics and long-term value

54. AI as a post-deal value creation lever (planned)
55. Data platforms and analytics post-acquisition (planned)
56. Cybersecurity as a board-level issue after close (planned)
57. Building a scalable IT function for PE hold periods (planned)
58. When to invest vs when to stabilize (planned)
59. Measuring IT value creation over the hold period (planned)
60. Lessons learned from failed (and successful) tech M&A integrations (planned)

## Browse by topic

- [IT carve-outs and separations](https://elbantli.com/insights/tags/carve-outs/)
- [Cloud due diligence in M&A](https://elbantli.com/insights/tags/cloud/)
- [IT cost and synergy analysis in M&A](https://elbantli.com/insights/tags/cost-reduction/)
- [Cybersecurity in M&A](https://elbantli.com/insights/tags/cybersecurity/)
- [M&A Day-1 IT readiness](https://elbantli.com/insights/tags/day-1/)
- [Tech M&A deal execution](https://elbantli.com/insights/tags/deal-execution/)
- [IT due diligence in M&A](https://elbantli.com/insights/tags/due-diligence/)
- [ERP strategy in M&A](https://elbantli.com/insights/tags/erp/)
- [Post-deal IT integration and separation](https://elbantli.com/insights/tags/integrations/)
- [Technology value creation in M&A](https://elbantli.com/insights/tags/value-creation/)

## Common questions

### What does good IT due diligence look like?

Good IT due diligence answers five deal questions with evidence: what gates the value in the model, what must not break on Day-1, what one-time cash is mandatory, what the true run-rate IT cost is, and who will execute the first 100 days. [Read the chapter](https://elbantli.com/insights/what-good-looks-like-it-due-diligence/)

### What is the difference between buy-side and sell-side tech due diligence?

Buy-side tech due diligence is underwriting: it tests price and structure, the timing of value, and the Day-1 design the buyer will own. Sell-side diligence de-risks the sale process by surfacing issues early. It can narrow and speed up a buyer's work, but it cannot replace the buyer's judgment. [Read the chapter](https://elbantli.com/insights/buy-side-vs-sell-side-tech-due-diligence/)

### What are the red flags in technology due diligence?

A technology red flag is deal-killing when it threatens continuity, sets the clock for value levers, or creates mandatory cash the model cannot absorb. Examples: security that cannot support connectivity, end-of-life core systems, fragile operations, opaque IT costs, key-person dependency, data exposure, and unclear IP ownership. [Read the chapter](https://elbantli.com/insights/red-flags-that-kill-deals-or-should/)

### Can AI be used in tech due diligence?

Yes, for first-pass work such as classifying applications, extracting contract clauses, and triaging code repositories. AI output is a way to process evidence, not evidence. Any finding that could change price, terms, Day-1 readiness, or TSA duration must be traceable to evidence and reviewed by a human owner. [Read the chapter](https://elbantli.com/insights/how-ai-is-changing-tech-due-diligence/)

### What is the difference between one-time and run-rate IT costs?

One-time IT cost is finite work to stand up, separate, migrate, remediate, or retire technology. Run-rate cost is the recurring people, contracts, licenses, hosting, support, and control work required after the program ends. If the work, invoice, or role recurs after the program ends, it is run-rate. [Read the chapter](https://elbantli.com/insights/estimating-true-one-time-vs-run-rate-it-costs/)

### What is a TSA in M&A?

A Transition Service Agreement (TSA) is a temporary operating model in which the seller keeps providing services after close. It has a price, a dependency graph, and an exit test. Choose the minimum temporary support that protects continuity, then contract the work and rights required to leave it. [Read the chapter](https://elbantli.com/insights/tsa-strategy-why-most-deals-get-it-wrong/)

### When should a buyer exit a TSA?

A buyer should end each TSA service only when it can own the business outcome, operate the dependency chain, and show the seller can be removed without delaying the value plan. Exit is decided through evidence-based gates covering boundary, capability, transactions, operations, and decommissioning, with services released in waves. [Read the chapter](https://elbantli.com/insights/managing-tsa-dependencies-exit-risks/)

### What does Day-1 mean for IT in an M&A deal?

Day-1 is the first day the business must operate under new ownership, and it is separate from any system go-live. For IT, four outcomes must hold: people and service accounts have access, transactions run end to end, data boundaries are clear enough to operate and report, and someone can support and secure the environment. [Read the chapter](https://elbantli.com/insights/what-day-1-really-means-for-it/)

### Should you consolidate to one ERP after a merger or acquisition?

Only when standard process is directly tied to deal value and the business can absorb the change. Multiple ERPs can work when business units have distinct operating models, provided reporting definitions, master data, and controls are common. Often the best answer is staged: standardize data and controls first, then migrate where the value case is proven. [Read the chapter](https://elbantli.com/insights/one-erp-or-multiple-post-deal-erp-strategy-choices/)

### When should ERP transformation happen after an acquisition?

Day-1 is for continuity: only ERP changes needed to transact, pay employees, ship, invoice, and close belong there. The first 100 days are for changes that release near-term value or exit a short TSA. Changes that redesign the operating model or replace the platform come later, with funding and a decision date. [Read the chapter](https://elbantli.com/insights/timing-erp-transformations-day-1-day-100-or-later/)