M&A data due diligence: test the data behind the value case
Establish whether the target’s data is in the condition claimed and ready for the plan, before you sign.
Heremba’s Data Readiness & Assurance service assesses the 5–10 datasets that drive integration cost and the value case. We examine their condition and fitness for the intended use, then translate findings into cost, timing and risk. Buyers and sellers commission the same independent technical assessment through different engagement arrangements.
Experience behind the service
The service draws on Heremba’s data migration and consolidation work within integration and separation programmes, where the cost of poor data became visible after close.
$30M programme, 9 months, delivered $500K under budget.
EUR120M programme across two continents, delivered under cost.
These are programme references, not case studies for this new service. We are inviting founding clients for Data Readiness & Assurance.
Establish what the data can support
A seller’s report can describe the business without establishing the condition of the underlying records. Customer duplicates, incomplete product data or records that do not connect correctly can affect migration, consolidated reporting and the work needed after close.
The buyer may not be able to inspect that data directly before completion. A possible rival should not receive unrestricted access to sensitive customer or commercial information. Personal records also require controlled handling. Counsel determines the access and disclosure arrangements; the technology assessment needs to operate within them.
Without that assessment, the gap may become apparent only when the buyer begins to use the data. The engagement brings selected data questions into diligence or sale preparation, while the parties can still consider the technical findings and their implications.
Two assessments in one engagement
Assurance: test the condition claimed
Data quality due diligence examines completeness, duplication, referential integrity, orphaned records and master data health. The assessment tests selected datasets against their purpose and the claims being made about them.
Profiling identifies patterns and exceptions that need interpretation. A finding should state what was examined and the limitation of the evidence. A score is useful only when the reader can understand its basis; it is not a certification of every record or a guarantee about the whole estate.
Readiness: test fitness for the plan
Data migration readiness concerns whether the selected data can support the intended move and destination. The assessment also considers requirements for integration, consolidated reporting, cross-sell and data-led growth. Analytics, automation or AI may be examples of planned uses, where they are part of the value case.
Data can be well populated yet unsuitable for a particular purpose. The assessment connects each material gap to the work needed, the likely effect on timing and the associated risk. Estimates remain tied to their assumptions rather than presented as a fixed integration price.
For buyers: a clean team data assessment
Agree access through counsel
Heremba acts as the neutral third party under NDA and a clean-team protocol agreed by both parties’ counsel. The protocol determines the permitted access, analysis and reporting. The engagement defines the datasets and business questions within that arrangement.
Assess inside the seller’s environment where possible
Where possible, profiling runs inside the seller’s own environment so raw data does not leave it. The operating approach must reflect the access available and the agreed controls. Keeping data in that environment does not by itself determine what analysis is permitted.
Receive findings, not the raw data
The buyer receives findings only, never the raw data. Reporting stays within the agreed disclosure boundaries. This gives the buyer technical evidence about condition and readiness while keeping the underlying records out of its hands.
The separation is deliberate. The buyer needs an assessment of the data’s implications for the deal; direct possession of sensitive seller records is not required to receive that assessment. Counsel controls the legal protocol and any contractual response to the evidence.
For sellers: an independent vendor data report
Sell-side data due diligence brings the same assessment into sale preparation. The seller commissions the work and places the vendor data report in the data room for prospective buyers to consider.
The report provides evidence behind the data story and identifies gaps before they become buyer objections. It can help the seller decide what to address before the process advances and what limitations need to remain visible. It does not guarantee that a buyer will accept the findings without further questions.
Investment banks and M&A advisors can use the report to support a substantiated sale narrative. Law firms can use the technical findings as evidence when considering data-specific contractual protections. Heremba supplies the assessment; the relevant advisers determine its financial and legal implications.
Deliverables tied to the deal
The engagement produces:
- A scored data quality and readiness reportcovering the 5–10 datasets selected for their effect on integration cost and the value case.
- A findings-to-integration assessmenttranslating each finding into cost, timing and risk implications, with assumptions stated.
- Technical evidence for counselinput for considering data-specific warranties, price adjustments or a holdback tied to a post-close audit.
The scope records the datasets, intended uses and evidence limitations. Customer master, product master, finance ledger and HR records are possible areas of focus; the selection follows the transaction rather than a standard demand for every dataset.
Our wider methodology connects technical evidence to the deal and delivery workstreams. The data assessment adds the selected dataset tests and their implications within that scope.
How the engagement works
We begin with the value case, the datasets believed to matter and the access constraints. The buyer-side timetable depends on the agreed clean-team arrangements and availability of the relevant environment. The seller-side timetable reflects the reporting deadline and the evidence available. We agree scope and dates after establishing those conditions.
Heremba works with the commissioning deal team, the seller’s relevant technology and data functions, and the parties’ counsel as required. Responsibilities for access, assessment and findings release are established within the engagement. The service is advisory work delivered with standard data-profiling tooling.
Questions deal teams ask
Is data readiness the same as data quality?
No. Quality concerns the condition of the selected data, including completeness, duplication and integrity. Readiness concerns whether it can support the intended use, such as migration, consolidated reporting or cross-sell. The engagement assesses both and translates gaps into integration cost, timing and risk implications for the deal.
Will the buyer receive the seller’s data?
No. Under the buyer-side service, the buyer receives findings only, never the raw data. Heremba works under NDA and the clean-team protocol agreed by both parties’ counsel. Profiling takes place inside the seller’s environment where possible, and findings are released within the agreed disclosure boundaries.
Which datasets are assessed?
The engagement selects the 5–10 datasets that drive integration cost and the value case. These may include customer master, product master, finance ledger or HR records. Selection reflects the planned uses, available evidence and permitted access, rather than an assumption that every dataset must be examined.
Can the findings support warranties or a holdback?
Heremba supplies technical evidence that counsel can consider when advising on data-specific warranties, price adjustments or a holdback tied to a post-close audit. We do not provide warranty, competition-law or privacy-law advice. The parties’ lawyers determine the appropriate protections and the clean-team protocol governing the assessment.
Is the report a certification or a guarantee?
No. It is an independent advisory assessment delivered with standard data-profiling tooling. The report describes findings for the selected datasets and intended uses, with the relevant assumptions and limitations. It does not certify every record, guarantee integration outcomes or represent a software platform supplied to the client.
Where the service fits
Within Our M&A Technology Framework, buyer-side assessment sits in diligence. Seller-side assessment supports sale preparation and exit. Technology Due Diligence covers the wider estate; this service provides a deeper assessment of selected data and its intended uses.
The service is relevant to private equity, corporate development and venture or growth investors whose plans depend on usable data. Discuss the datasets and the decision ahead to scope a founding-client engagement.