Pre-Acquisition Evaluation
- Architecture scalability and technical debt assessment
- Security posture and regulatory compliance gaps
- Key person risk and IP ownership review
M&A Technical Due Diligence
Advisory by Alexey Zolotarev — C-Suite Technology Executive & Board Advisor
Pre-acquisition technical evaluation and post-merger integration with zero business disruption. $800M in exits across 3 transactions.
M&A Technical Due Diligence Advisory
PE funds, strategic acquirers, and boards need a technical partner who can evaluate a target company's technology with the same rigour applied to its financials — and who has actually executed integrations, not just audited them. Alexey Zolotarev served as technology operating partner for ESW Capital, a $4B PE fund, across 3 portfolio companies. He led technical due diligence on 4 acquisitions, managed post-merger integrations with zero business disruption, and contributed to 3 exits totaling $800M. He understands both the investment thesis and the execution reality.
Integration Planning
- Post-merger technology integration roadmap
- Platform rationalization and consolidation
- Team structure and retention planning
Value Creation
- TCO reduction roadmap connected to EBITDA
- P&L growth through platform modernization
- Exit preparation: technical narrative for buyers
What M&A Technical Due Diligence Covers
Technical due diligence is the difference between a deal that closes on plan and one that uncovers expensive surprises after signing. The following represents the areas examined across 4 acquisition processes.
Pre-Acquisition Technical Assessment
A structured evaluation of a target company's technology assets, liabilities, and risk profile — translated into financial terms a board or investment committee can act on. This goes beyond a code review to cover organizational, process, and strategic dimensions.
- Architecture assessment: scalability ceiling, integration complexity, rebuild vs. maintain trade-offs
- Engineering team evaluation: capability, key-person concentration, culture compatibility
- Security and compliance: open vulnerabilities, regulatory gaps, data privacy posture
- TCO and infrastructure: cloud spend, license obligations, hidden cost escalators
- IP ownership: patents, open-source obligations, contractor agreements
Key result: 4 acquisition assessments completed; all integrations executed with zero business disruption
Post-Merger Integration
The integration phase is where deals create or destroy value. Having led 4 post-merger integrations as both the assessor and the integrator, Alexey brings continuity from due diligence through execution — avoiding the hand-off risk that causes most integration failures.
- Integration playbook: sequenced workstreams with risk-weighted milestones
- Platform consolidation: rationalize redundant systems without disrupting customers
- Culture and process integration: engineering org design post-merger
- Value capture tracking: connecting integration decisions to EBITDA improvement
Technology Operating Partner
For PE funds with multiple portfolio companies, Alexey can serve as a recurring technology operating partner — providing consistent technical governance across the portfolio, identifying cross-portfolio synergies, and supporting management teams on technology strategy between board meetings.
- Portfolio-level technology benchmarking and best practice propagation
- Interim CTO capacity for portfolio companies between hires
- Exit readiness: technical narrative development for sell-side processes
Key result: Technology operating partner for ESW Capital ($4B PE fund) — 4x P&L growth across 3 portfolio companies
M&A Track Record
Where This Expertise Was Applied
ESW Capital Fund
VP Software Engineering
- Technology operating partner for a $4B PE fund across 3 portfolio companies
- Led technical due diligence on 4 acquisitions with zero business disruption post-merger
- Delivered DevSpaces — acquired by GitHub; 4x P&L growth across portfolio
Exness
Interim CTO / Head of Software Engineering
- Authored $35M tech investment plan that delivered 27% quarterly revenue growth
- Connected capital allocation decisions directly to EBITDA outcomes
- Scaled platform to $3.8T monthly trading volume while managing technology P&L
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Learn more →Frequently Asked Questions
What M&A experience does Alexey Zolotarev have?
Alexey has led the technical due diligence and post-merger integration of 4 acquisitions with zero business disruption. As VP of Engineering at ESW Capital (a $4B PE fund), he served as technology operating partner across 3 portfolio companies, delivering 4x P&L growth and a product (DevSpaces) that was later acquired by GitHub. He has led tech strategy for 3 exits totaling $800M.
What does technical due diligence cover in an M&A context?
Technical due diligence for M&A covers: assessment of architecture scalability and technical debt, code quality and engineering team capability, security posture and regulatory compliance gaps, infrastructure costs and TCO projections, key person dependencies and IP ownership, and integration complexity and timeline estimates. The output is a risk-adjusted value assessment and a post-merger integration roadmap that connects technology decisions to P&L outcomes.
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Available for M&A technical due diligence, technology operating partner roles, and strategic advisory.